Common use of Consent to Jurisdiction; Waiver of Immunities Clause in Contracts

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower Company and the Guarantors each irrevocably and unconditionally agrees agrees, that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of for the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the BorrowerCompany, the Guarantors or its their properties in the courts of any jurisdiction. The Borrower Company and the Guarantors each irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3) Each Subordinated Creditor irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in The Borrower irrevocably and unconditionally agrees that it will not commence City of New York over any actionsuit, litigation action or proceeding arising out of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal courtAgreement. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower Subordinated Creditor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of brought in such a court and any claim that any such suit, action or relating proceeding brought in such a court has been brought in an inconvenient forum. Each Subordinated Creditor consents to this Agreement process being served in any court referred such suit, action or proceeding by either (a) mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to in this Sectionits address specified pursuant to Section 13 or (b) serving a copy thereof upon such Subordinated Creditor at its address specified pursuant to Section 13. Each Subordinated Creditor agrees that such service (a) shall be deemed in every respect effective service of the parties hereto hereby irrevocably waivesprocess upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 19 shall affect the defense right of an inconvenient forum any Agent or Bank to serve process in any manner permitted by law or limit the right of any Agent or Bank to bring proceedings against any Subordinated Creditor in the courts of any other jurisdiction. To the extent that any Subordinated Creditor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Subordinated Creditor hereby irrevocably waives (to the maintenance fullest extent permitted by law) such immunity in respect of such action or proceeding in any such courtits obligations under this Agreement.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably All actions and unconditionally proceedings arising out of or relating to this Guarantee shall be heard and determined in the Court of Chancery of the State of Delaware (and any state appellate court therefrom within the State of Delaware) or if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division), or if subject matter jurisdiction over the matter which is the subject of the action or proceeding is by Law vested exclusively in the courts of the United States of America, the United States District Court for the District of Delaware (the “Selected Courts”). In addition, the Guarantor (i) consents to submit itself, and hereby submits itself, to the exclusive jurisdiction and venue of such courts in the event any dispute arises out of this Guarantee, (ii) agrees that it will not commence attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any actionsuch court, litigation and agrees not to plead or proceeding claim any objection to the laying of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing venue in any way such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not bring any action relating to this Agreement or the transactions relating hereto, in each case Guarantee in any forum court other than the courts Selected Courts and (iv) consents to service of process being made through the State of New York sitting notice procedures set forth in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal courtSection 7. Each of the parties hereto The Guarantor agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Issuer and the Guarantors irrevocably waivesappoints Cogency Global Inc. (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Issuer and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, Borrower or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints CT Corporation System (the “Process Agent”), with an office at 111 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints CT Corporation System (the “Process Agent”), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower Each Obligor hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts any New York state or Federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, and each Obligor hereby irrevocably agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York State court orstate or Federal court. Each Obligor hereby irrevocably waives, to the fullest extent permitted by applicable lawit may effectively do so, in the defense of an inconvenient forum to the maintenance of such federal courtaction or proceeding. Each Obligor agrees and irrevocably consents to the service of any and all process in any such action or proceeding by the parties hereto mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to such Obligor at its address set forth in paragraph 12H, and hereby appoints such Person as its agent to receive such service of process. Each Obligor agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement paragraph 12Q shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right that of any holder of the Administrative Agent or any Lender may otherwise have Notes to bring any action or proceeding relating to this Agreement against the Borrower, any Obligor or its properties property in the courts of any other jurisdiction. The Borrower irrevocably and unconditionally waives, to To the fullest extent permitted by applicable law, that any objection that it may now Obligor has or hereafter have to the laying of venue may acquire immunity from jurisdiction of any action court or proceeding arising out from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or relating otherwise) with respect to this Agreement in any court referred to in this Section. Each of the parties hereto itself or its property, such Obligor hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense waives such immunity in respect of an inconvenient forum to the maintenance of such action or proceeding in any such courtits obligations under this Agreement.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Bonds or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding brought in any such courtcourt and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. The Transaction Parties irrevocably appoint Law Debenture Corporate Services Inc., 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx Xxxx, XX 00000 (the “Process Agent”), with an office at New York, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, the Transaction Parties shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or any Guarantor in any other court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. Pursuant to the provisions of the Indenture, each of the Company and the Guarantor has irrevocably (%31) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding submitted to the non-exclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York state or U.S. federal court sitting in the Borough of Manhattan in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits City with respect to the jurisdiction of such courts and agrees that all claims actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to the Indenture, this Note or the Guarantee annexed to this Note, or any transaction contemplated hereby or thereby (a “Proceeding”), (2) accepted for itself and determined in such New York State court orrespect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts, (3) waived, to the fullest extent permitted by it may do so under applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive trial by jury and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding brought in any such court.court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum, and (4) appointed National Registered Agent, Inc., with an office at 875 Avenue of the Americas, Sxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. SCHEDULE OF INCREASES OR DECREASES IN UNRESTRICTED GLOBAL NOTE The initial principal amount of this Unrestricted Global Note is U.S.$[ ]. The following increases or decreases in this Unrestricted Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Unrestricted Global Note Amount of increase in principal amount of this Unrestricted Global Note Principal amount of this Unrestricted Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower Company and the Guarantors each irrevocably and unconditionally agrees agrees, that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of for the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the BorrowerCompany, the Guarantors or its their properties in the courts of any jurisdiction. The Borrower Company and the Guarantors each irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints National Corporate Research Limited (the “ Process Agent”), with an office at 10 East 40th Street, 10th Floor, Nxx Xxxx, XX 00000, XXX, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Each Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or 83 otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, any Borrower or its properties in the courts of any jurisdiction. The Each Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints National Corporation Research (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower Company irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the BorrowerCompany, or its properties in the courts of any jurisdiction. The Borrower Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any LenderGuaranteed Party, or any Related Party of the foregoing in any way relating to this Agreement Guaranty or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement Guaranty shall affect any right that the Administrative Agent or any Lender Guaranteed Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty against the Borrower, Guarantor or its properties in the courts of any jurisdiction. The Borrower Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement Guaranty in any court referred to in this SectionSection 15. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantor irrevocably waivesappoints Law Debenture Corporate Services (the “Process Agent”), with an office at 800 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantor shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantor in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints National Corporation Research, Ltd., (the “Process Agent”), with offices at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints National Corporation Research (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Bonds or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding brought in any such courtcourt and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. The Company and each of the Guarantors irrevocably appoints National Registered Agents, Inc. (the “Process Agent”), with an office at 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, the Company and each of the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower Company and the Guarantors each irrevocably and unconditionally agrees agree that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative any Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of for the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the BorrowerCompany, the Guarantors or its their properties in the courts of any jurisdiction. The Borrower Company and the Guarantors each irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.147

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantor irrevocably waivesappoints Law Debenture Corporate Services (the “Process Agent”), with an office at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantor shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantor in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints National Corporate Research Limited (the “Process Agent”), with an office at 200 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, XXX, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in New York City with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture, the Notes or the Guarantee or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantor irrevocably waivesappoints National Registered Agent, Inc. (the “Process Agent”), with an office at 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, the Company or the Guarantor, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent permitted by applicable law, Trustee a copy of the defense new agent’s acceptance of an inconvenient forum to the maintenance of such action or proceeding in any such courtthat appointment within 30 days.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantors irrevocably waivesappoints National Corporate Research Limited (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, XXX, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by applicable law, law or to commence legal proceedings or otherwise proceed against the defense of an inconvenient forum to Company and the maintenance of such action or proceeding Guarantors in any such courtother court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture, the Notes or the Guarantee or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement such Proceeding brought in any such court referred to and any claim that any such Proceeding brought in this Sectionany such court has been brought in an inconvenient forum. Each of the parties hereto hereby Company and the Guarantor irrevocably waivesappoints National Registered Agent, Inc. (the “Process Agent”), with an office at 000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, the Company or the Guarantor, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the fullest extent permitted by applicable law, Trustee a copy of the defense new agent’s acceptance of an inconvenient forum to the maintenance of such action or proceeding in any such courtthat appointment within 30 days.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, Borrower or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3) The Borrower Company and the Guarantors each irrevocably and unconditionally agrees agree that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative any Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of for the Southern District of New YorkYork sitting in New York County, and any appellate court from any thereof thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the BorrowerCompany, the Guarantors or its their properties in the courts of any jurisdiction. The Borrower Company and the Guarantors each irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. (%3) The 3)The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction; Waiver of Immunities. Pursuant to the provisions of the Indenture, each of the Company and the Guarantor has irrevocably (%31) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding submitted to the non-exclusive jurisdiction of any kind New York state or description, whether U.S. federal court sitting in law or equity, whether the Borough of Manhattan in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State The City of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits with respect to the jurisdiction of such courts and agrees that all claims actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to the Indenture, this Note or the Guarantee annexed to this Note, or any transaction contemplated hereby or thereby (a “Proceeding”), (2) accepted for itself and determined in such New York State court orrespect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts, (3) waived, to the fullest extent permitted by it may do so under applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive trial by jury and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding brought in any such court.court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum, and (4) appointed National Registered Agent, Inc., with an office at 000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. EXHIBIT B FORM OF TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. Please print or typewrite name and address, including postal zip code, of assignee this Note and all rights hereunder, hereby irrevocably constituting and appointing __________________attorney to transfer said Note on the books of Embraer Overseas Limited with full power of substitution in the premises. In connection with any transfer of this Note occurring prior to the date [which is two years after the original issue date of the Notes,]† [which is on or prior to the 40th day of the Restricted Period (as defined in the Indenture governing the Notes),]** the undersigned confirms that: [Check one]

Consent to Jurisdiction; Waiver of Immunities. (%3a) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent or any Lender, or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts and agrees that all claims any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any such actionsuit, litigation action or proceeding may be heard or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and determined irrevocably accepts for itself and in such New York State court orrespect of its property, to generally and unconditionally, the fullest extent permitted by applicable law, in such federal courtjurisdiction of the aforesaid courts. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower, or its properties in the courts of any jurisdiction. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by it may do so under applicable law, trial by jury and any objection that which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding brought in any such courtcourt and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services (the “Process Agent”), with an office at 400 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process the Company shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction.