Common use of Submission to Jurisdiction, Etc Clause in Contracts

Submission to Jurisdiction, Etc. Each party hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby submits (a) The Issuer and the Indenture Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the U.S. federal and State of New York state courts or any United States federal court sitting in the Borough of Manhattan, City of New York (collectivelyYork, the “Specified Courts”)New York, United States, and any appellate court from any thereof, in any suit suit, action or proceeding arising out of this Indenture, the Notes or relating any of the other Transaction Documents (other than the Insurance Policy and the Company Support Agreement), to this Agreement which each is or is to be a party, or for recognition or enforcement of any judgment, and the transactions contemplated hereby. The parties Issuer and the Indenture Trustee hereby irrevocably and unconditionally waive any objection to the laying agree that all claims in respect of venue of any lawsuit, such action or other proceeding in such courts, may be heard and hereby further irrevocably and unconditionally waive and agree not to plead or claim determined in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Indenture Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such lawsuitsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company Issuer and the Indenture Trustee agree that final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or any other Transaction Documents in the courts of any jurisdiction. (b) The Issuer hereby irrevocably designates appoints and appoints empowers CT Corporation Service CompanySystem, 1located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇and any appellate court from any thereof, ▇▇▇▇▇▇▇▇▇▇ ▇▇which service may be made on such designee, ▇▇▇▇▇, as its authorized appointee and agent in the United States upon which process may be served in any accordance with legal procedures prescribed for such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceedingcourts. The Company further agrees to Issuer will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Indenture Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a period new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of five years from any of the date of this Agreement. With respect aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 or to any legal suit, action other address of which it shall have given notice pursuant to Section 14.3 or proceeding arising out of or based to its Process Agent. Service upon this Agreement the Issuer or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waivesProcess Agent as provided for herein will, to the fullest extent permitted by applicable law, all immunity (whether on constitute valid and effective personal service upon it and the basis failure of sovereignty the Process Agent to give any notice of such service to the Issuer shall not impair or otherwise) from jurisdiction, affect in any way the validity of such service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to or any judgment of rendered in any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts action or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedproceeding based thereon.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇_____________., as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ has appointed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇& Associates, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company irrevocably (a) submits to the exclusive jurisdiction of any court of the U.S. federal and New York state courts sitting in the Borough of Manhattan, City State of New York (collectivelyfor the purpose of any suit, the “Specified Courts”)action, in any suit or other proceeding arising out of this Agreement, or relating to this Agreement any of the agreements or the transactions contemplated hereby. The parties hereby irrevocably by this Agreement, the Registration Statement and unconditionally waive the Prospectus (each, a “Proceeding”), (b) agrees that all claims in respect of any objection Proceeding may be heard and determined in any such court, (c) waives, to the laying of venue fullest extent permitted by law, any immunity from jurisdiction of any lawsuitsuch court or from any legal process therein, action or (d) agrees not to commence any Proceeding other proceeding than in such courts, and hereby further irrevocably and unconditionally waive and agree not (e) waives, to plead or the fullest extent permitted by law, any claim in any that such court that any such lawsuit, action or other proceeding brought in any such court has been Proceeding is brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served Underwriters agree that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such suit action or proceeding, and agrees that service proceeding arising out of process upon the sale of the Shares or this Agreement rendered by any such authorized agent by certified Federal court or registered mail, or by personal delivery by Federal Express, to such authorized agent state court shall be deemed in every respect effective service of process upon the Company conclusive and may be enforced in any such other jurisdiction by suit on the judgment or proceedingin any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Company, the Underwriters or any person controlling an Underwriter to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Company, the Underwriters or any person controlling an Underwriter to bring any action or proceeding against the other party or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all actions action, including the execution and filing of all such instruments and documents, as may be necessary to maintain continue such designation designations and appointment of appointments or such agent substitute designations and appointments in full force and effect for a period of five years effect. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the date other party(ies) all of this Agreement. With respect its reasonable attorneys’ fees and expenses relating to any legal suit, such action or proceeding arising out of or based upon this Agreement or and/or incurred in connection with the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedpreparation therefor.

Submission to Jurisdiction, Etc. Each party The Borrowers hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattanirrevocably agree that any legal action, City of New York (collectively, the “Specified Courts”), in any suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or relating to in connection with this Agreement Loan Agreement, the Revolving Credit Notes, the Swing Line Note or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue other Loan Instrument or for recognition or enforcement of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim judgment rendered in any such court that any such lawsuitaction, action suit or other proceeding may be brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇the United States District Court of the - 76 - ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ Kentucky or in the courts of the Commonwealth of Kentucky, as its authorized the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to the Borrowers at the address set forth in Section 14 hereof or by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States upon which process may be served in District Court for the Western District of Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed proceeding brought in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any either such court (a “Related Judgment”), each party waives any such immunity has been brought in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedan inconvenient forum.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service CompanyCarmel, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇& ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇LLP, as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party (A) This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder (“Guarantor”) and their respective successors and assigns hereby submits subject themselves to the exclusive jurisdiction of any state or federal court located within such county, waive the U.S. federal and New York state courts sitting in the Borough personal service of Manhattan, City of New York (collectively, the “Specified Courts”), any process upon them in any suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably therein and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in consent that such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Expressreturn receipt requested, directed to Tenant and any successor at Tenant’s address hereinabove set forth, to such authorized agent Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two days after such process is so mailed. (B) If any legal proceeding is brought by one party against the other regarding this lease, the prevailing party shall be reimbursed for its reasonable attorney’s fees with respect thereto by the other party. (C) If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the date such monies are payable pursuant to the provisions of this lease, Tenant shall pay Landlord interest thereon, at the rate (the “Lease Rate”) of two (2%) percent per annum over the so called “prime” or “base” interest rate of Citibank N.A. from time to time in every respect effective service of process upon effect, for the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date such monies were payable to the date such monies are paid. (D) The submission of this Agreement. With respect lease to any legal suitTenant shall not constitute an offer by Landlord to execute and exchange a lease with Tenant and is made subject to Landlord’s acceptance, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before execution and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendeddelivery thereof.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Canadian Prospectus, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE CANADIAN PROSPECTUS AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇________________, as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby (a) The Issuer irrevocably submits to the exclusive jurisdiction of any court of the U.S. federal and State of New York state courts or any United States federal court sitting in the Borough of Manhattan, The City of New York (collectivelyYork, the “Specified Courts”)New York, in United States, and any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyappellate court from any thereof. The parties hereby Issuer irrevocably and unconditionally waive waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the laying Notes in such courts whether on the grounds of venue of venue, residence or domicile or on the ground that any lawsuitsuch suit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company Issuer agrees that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer in the manner provided by this Indenture. (b) The Issuer hereby irrevocably designates appoints and appoints Corporation Service Companyempowers the New York branch of Banco do Brasil S.A., 1located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent in (the United States upon “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which process may be served in any such suit suit, action or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such suit or proceedingdesignee, appointee and agent in accordance with legal procedures prescribed for such courts. The Company further agrees to Issuer will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Issuer of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a period new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service of five years from any and all legal process, summons, notices and documents out of any of the date of this Agreement. With respect aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in Section 13.03 or to any legal suit, action other address of which it shall have given notice pursuant to Section 13.03 or proceeding arising out of to its Process Agent. Service upon the Issuer or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waivesProcess Agent as provided for herein will, to the fullest extent permitted by applicable law, all immunity (whether on constitute valid and effective personal service upon it and the basis failure of sovereignty any Process Agent to give any notice of such service to the Issuer shall not impair or otherwise) from jurisdiction, affect in any way the validity of such service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to or any judgment of rendered in any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts action or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedproceeding based thereon.

Submission to Jurisdiction, Etc. Each party (A) This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder ("Guarantor") and their respective successors and assigns hereby submits subject themselves to the exclusive jurisdiction of any state or federal court located within such county, waive the U.S. federal and New York state courts sitting in the Borough personal service of Manhattan, City of New York (collectively, the “Specified Courts”), any process upon them in any suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably therein and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in consent that such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Expressreturn receipt requested, directed to Tenant and any successor at Tenant's address hereinabove set forth, to such authorized agent Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two days after such process is so mailed. (B) If any legal proceeding is brought by one party against the other regarding this lease, the prevailing party shall be reimbursed for its reasonable attorney's fees with respect thereto by the other party. (C) If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the date such monies are payable pursuant to the provisions of this lease, Tenant shall pay Landlord interest thereon, at the rate (the "Lease Rate") of two (2%) percent per annum over the so called "prime" or "base" interest rate of Citibank N.A. from time to time in every respect effective service of process upon effect, for the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, such monies were payable to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any date such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedmonies are paid.

Submission to Jurisdiction, Etc. Each party hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1Cogency Global Inc. located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇Lucosky ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇LLP, as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby submits (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the U.S. federal and State of New York state courts or any United States federal court sitting in the Borough of Manhattan, The City of New York (collectivelyYork, New York, United States, and any app▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the “Specified Courts”)Trustee irrevocably waive, in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture in such courts whether on the laying grounds of venue of venue, residence or domicile or on the ground that any lawsuitsuch suit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer or the Trustee in the manner provided by this Indenture. (b) The Issuer hereby irrevocably designates appoints and appoints Corporation Service Companyempowers the New York branch of Banco Bradesco S.A., 1located at 450 Park Avenue, 32nd/33rd Floor, New York, New York 10022 ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ly appoints and empowers The Bank of New York, located at 15 Broad Street, Floor 26, New York, New York 10286 (Corpo▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon (▇▇ch a "PROCESS AGENT") to accept and acknowledge for and on their behalf, and on behalf of their property, service of any and all legal process, summons, notices and documents which process may be served in any such suit suit, action or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such suit or proceedingdesignee, appointee and agent in accordance with legal procedures prescribed for such courts. The Company further agrees to Issuer and the Trustee will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Issuer or the Trustee, as applicable, of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer or the Trustee, as applicable, will promptly and irrevocably designate a period new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service of five years from any and all legal process, summons, notices and documents out of any of the date of this Agreement. With respect aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in Section 12.3 or to any legal suit, action other address of which it shall have given notice pursuant to Section 12.3 or proceeding arising out of or based to its Process Agent. Service upon this Agreement the Issuer or the transactions contemplated hereby (Trustee or a “Related Proceeding”), each party irrevocably waivesProcess Agent as provided for herein will, to the fullest extent permitted by applicable law, all immunity (whether on constitute valid and effective personal service upon it and the basis failure of sovereignty any Process Agent to give any notice of such service to the Issuer or otherwise) from jurisdictionthe Trustee, as applicable, shall not impair or affect in any way the validity of such service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to or any judgment of rendered in any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts action or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedproceeding based thereon.

Submission to Jurisdiction, Etc. Each party The Borrower hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattanirrevocably agrees that any legal action, City of New York (collectively, the “Specified Courts”), in any suit or proceeding against the Borrower with respect to the obligations and liabili-ties of the Borrower hereunder or any other matter under or arising out of or relating in connection with this Loan Agreement, the Revolving Credit Notes, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrower hereby irrevocably accepts and submits to this Agreement the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and uncondi-tionally with respect to any such action, suit or proceeding in-volving the transactions contemplated herebyBorrower and in respect of the Borrower's property. The parties Borrower further agrees that final judgment against the Borrower in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrower, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judg-ment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrower's obliga-tions and liabilities. The Borrower further irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Borrower. The Borrower agrees that service upon the Borrower as provided for herein shall constitute valid and effective personal service upon the Borrower and that the failure of any statutory agent to give any notice of such service to the Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Noth-ing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrower may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrower hereby irrevocably irrevoc-ably and unconditionally waive waives any objection which the Borrower may now or hereafter have to the laying of venue of any lawsuitof the aforesaid actions, action suits or proceedings arising out of or in con-nection with this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other proceeding Loan Documents brought in such courtsthe Circuit Court of Jefferson County, Kentucky or in the United States Dis-trict Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further fur-ther irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitaction, action suit or other proceeding brought in any either such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of ManhattanThe Company irrevocably agrees that any legal suit, City of New York (collectively, the “Specified Courts”), in any suit action or proceeding brought by any party to this Agreement or by any person who controls any such party arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the Borough of Manhattan in the City of New York (the “Specified Courts”) and irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding. The parties Company hereby irrevocably and unconditionally waive waives any objection to the laying of venue of any lawsuitsuit, action or other proceeding in such courtsthe Specified Courts, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Companyhas appointed Banco Bradesco S.A., 1New York branch, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇/▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in (the United States “Authorized Agent”) upon which whom process may be served in any action based on this Agreement which may be instituted in any U.S. federal or state court in New York City by any party to this Agreement and expressly accepts the jurisdiction of any such suit or proceeding, and agrees that service court in respect of process upon any such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent action. Such appointment shall be deemed in every respect effective service of process upon the Company in any such suit or proceedingirrevocable. The Company further represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and agrees to take any and all actions as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of five 12 years from the date of this Agreement. With respect Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. In addition, the Company irrevocably consents to the service of any legal process in any such suit, action or proceeding arising out in any of the Specified Courts by the delivery or based upon mailing of such process to the Company at its address specified in this Agreement and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the transactions contemplated hereby (a “Related Proceeding”), each party right to ▇▇▇ in any other jurisdiction. The Company also irrevocably submits to the non-exclusive jurisdiction of any competent court in Brazil. The Company irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at in connection with any suit, action or in respect proceeding arising out of any such Related Proceeding or Related Judgmentbased upon this Agreement, including, without limitation, any immunity pursuant to the United States U.S. Foreign Sovereign Immunities Act of 1976, as amended. THE COMPANY AND THE INITIAL PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.

Submission to Jurisdiction, Etc. Each party The Borrower hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattanirrevocably ------------------------------- agrees that any legal action, City of New York (collectively, the “Specified Courts”), in any suit or proceeding against the Borrower with respect to the obligations and liabilities of the Borrower hereunder or any other matter under or arising out of or relating in connection with this Loan Agreement, the Revolving Credit Notes, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrower hereby irrevocably accepts and submits to this Agreement the non- exclusive jurisdiction of each of the aforesaid courts in personam generally and -- -------- unconditionally with respect to any such action, suit or proceeding involving the transactions contemplated herebyBorrower and in respect of the Borrower's property. The parties Borrower further agrees that final judgment against the Borrower in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrower, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrower's obligations and liabilities. The Borrower further irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Borrower. The Borrower agrees that service upon the Borrower as provided for herein shall constitute valid and effective personal service upon the Borrower and that the failure of any statutory agent to give any notice of such service to the Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrower may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrower hereby irrevocably and unconditionally waive waives any objection which the Borrower may now or hereafter have to the laying of venue of any lawsuitof the aforesaid actions, action suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and/or the other proceeding Loan Documents brought in such courtsthe Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitaction, action suit or other proceeding brought in any either such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby submits (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the U.S. federal and State of New York state courts or any United States federal court sitting in the Borough of Manhattan, City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided that service of process is effected upon the Issuer or the Trustee in the manner provided by this Indenture. (b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent in (the United States upon "PROCESS AGENT") to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which process may be served in any such suit suit, action or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such suit or proceedingdesignee, appointee and agent in accordance with legal procedures prescribed for such courts. The Company further agrees to Issuer will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a period new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of five years from any of the date of this Agreement. With respect aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.4 or to any legal suit, action other address of which it shall have given notice pursuant to Section 14.4 or proceeding arising out of or based to its Process Agent. Service upon this Agreement the Issuer or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waivesProcess Agent as provided for herein will, to the fullest extent permitted by applicable law, all immunity (whether on constitute valid and effective personal service upon it and the basis failure of sovereignty the Process Agent to give any notice of such service to the Issuer shall not impair or otherwise) from jurisdiction, affect in any way the validity of such service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to or any judgment of rendered in any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts action or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedproceeding based thereon.

Submission to Jurisdiction, Etc. Each party (A) This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder ("Guarantor") and their respective successors and assigns hereby submits subject themselves to the exclusive jurisdiction of any state or federal court located within such county, waive the U.S. federal and New York state courts sitting in the Borough personal service of Manhattan, City of New York (collectively, the “Specified Courts”), any process upon them in any suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably therein and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in consent that such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Expressreturn receipt requested, directed to Tenant and any successor at Tenant's address hereinabove set forth, to such authorized agent Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed in every respect effective service made two days after such process is so mailed. (B) Whenever any default, request, action or inaction by Tenant causes Landlord to incur attorneys' fees and/or any other costs or expenses, Tenant agrees that is shall pay and/or reimburse Landlord for such fees, costs or expenses within ten (10) days after being billed therefor. (C) If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the date such monies are payable pursuant to the provisions of process upon this lease, Tenant shall pay Landlord interest thereon, at the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect then maximum lawful rate, for a the period of five years from the date such monies are paid. (D) The submission of this Agreementlease to Tenant shall not constitute an offer by Landlord to execute and exchange a lease with Tenant and is made subject to Landlord's acceptance, execution and delivery thereof. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.27

Submission to Jurisdiction, Etc. Each party hereby submits (a) To the fullest extent permitted by applicable law, the Company and the Selling Stockholders irrevocably submit to the exclusive jurisdiction of the U.S. any federal and New York or state courts sitting court in the Borough of ManhattanCity, City County and State of New York (collectivelyYork, the “Specified Courts”)United States of America, in any suit or proceeding based on or arising out of under this Agreement, the Custody Agreement, the Registration Statement, the Prospectus or relating to this Agreement or the transactions contemplated hereby. The parties hereby any Preliminary Prospectus, and irrevocably and unconditionally waive any objection to the laying of venue agree that all claims in respect of any lawsuit, action such suit or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim may be determined in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forumcourt. The Company and the Selling Stockholders irrevocably designates and appoints Corporation Service Company, 1▇fully waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. They hereby irrevocably designate and appoint Murr▇▇ ▇▇. ▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇e "Process Agent"), as its their authorized agent in the United States upon which whom process may be served in any such suit or proceeding, it being understood that the designation and agrees appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Selling Stockholders. The Selling Stockholders represent to the Underwriters that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Selling Stockholders hereby irrevocably authorize and direct the Process Agent to accept such service. They further agree that service of process upon such authorized agent the Process Agent and written notice of said service to the Selling Stockholders mailed by certified prepaid registered first-class mail or registered maildelivered to the Process Agent at its principal office, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company Selling Stockholders in any such suit or proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling such Underwriter to serve process in any other manner permitted by law. The Company Selling Stockholders further agrees agree to take any and all actions action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain such continue the designation and appointment of such agent the Process Agent in full force and effect for a period of five years from the date of this Agreement. With respect to so long as they have any legal suit, action or proceeding arising out of or based upon outstanding obligations under this Agreement or the transactions contemplated Custody Agreement. If for any reason the Process Agent is no longer able to serve as such authorized agent, the Selling Stockholders shall appoint another agent reasonably satisfactory to Advest, Inc. To the extent that the Selling Stockholders have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to themselves or their properties, they hereby (a “Related Proceeding”), each party irrevocably waiveswaive such immunity in respect of their obligations under this Agreement and the Custody Agreement, to the fullest extent permitted by applicable law, all immunity . (whether on b) The obligation of the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment parties to make payments hereunder is in U.S. dollars (both before and after judgmentthe "Obligation Currency") and execution to which it might otherwise such obligation shall not be entitled in the Specified Courts, and with respect discharged or satisfied by any tender or recovery pursuant to any judgment of expressed in or converted into any such court (a “Related Judgment”), each party waives any such immunity in currency other than the Specified Courts Obligation Currency or any other court realization in such other currency, whether as proceeds of competent jurisdictionset-off, and will not raise security, guarantee, distributions, or claim otherwise, except to the extent to which such tender, recovery or cause realization shall result in the effective receipt by the party which is to receive such payment of the full amount of the Obligation Currency expressed to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.payable

Submission to Jurisdiction, Etc. Each party hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D., Ph.D., located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five three (3) years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party The Borrowers hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattanirrevocably agree that any legal action, City of New York (collectively, the “Specified Courts”), in any suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or relating in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note or any other Loan Instrument or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky or in the courts of the Commonwealth of Kentucky, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to this Agreement the non-exclusive jurisdiction of each of the aforesaid courts IN PERSONAM generally and unconditionally with respect to any such action, suit or proceeding involving the transactions contemplated herebyBorrowers and in respect of the Borrowers' property. The parties Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to the Borrowers at the address set forth in Section 14 hereof or by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other Loan Instruments, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any lawsuitof the aforesaid actions, action suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Swing Line Note and/or the other proceeding Loan Instruments brought in such courtsthe Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitaction, action suit or other proceeding brought in any either such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably designates and appoints Corporation Service CompanyCapitol Corporate Services, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇Inc., as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby submits (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the U.S. federal and State of New York state courts or any United States federal court sitting in the Borough of Manhattan, The City of New York (collectivelyYork, New York, United States, and any appellate cou▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ee irrevocably waive, to the “Specified Courts”)fullest extent permitted by law, in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to any suit, action, or proceeding that may be brought in connection with this Indenture in such courts whether on the laying grounds of venue of venue, residence or domicile or on the ground that any lawsuitsuch suit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company Issuer and the Trustee agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided that service of process is effected upon the Issuer or the Trustee in the manner provided by this Indenture. (b) The Issuer hereby irrevocably designates appoints and appoints Corporation Service Companyempowers the New York office of Petroleo Brasileiro S.A., 1located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022 as its au▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇") ▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇ ▇▇▇▇▇▇▇edge for and on its behalf and on behalf of its property service of any and all legal process, as its authorized agent in the United States upon summons, notices and documents which process may be served in any such suit suit, action or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company proceedings in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such suit or proceedingdesignee, appointee and agent in accordance with legal procedures prescribed for such courts. The Company further agrees to Issuer will take any and all actions as may be action necessary to maintain continue such designation and appointment of such agent in full force and effect and to advise the Trustee of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a period new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (b). The Issuer irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of five years from any of the date of this Agreement. With respect aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.3 or to any legal suit, action other address of which it shall have given notice pursuant to Section 14.3 or proceeding arising out of or based to its Process Agent. Service upon this Agreement the Issuer or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waivesProcess Agent as provided for herein will, to the fullest extent permitted by applicable law, all immunity (whether on constitute valid and effective personal service upon it and the basis failure of sovereignty the Process Agent to give any notice of such service to the Issuer shall not impair or otherwise) from jurisdiction, affect in any way the validity of such service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to or any judgment of rendered in any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts action or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedproceeding based thereon.

Submission to Jurisdiction, Etc. Each party The Borrower hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattanirrevocably agrees that any legal action, City of New York (collectively, the “Specified Courts”), in any suit or proceeding against the Borrower with respect to the obligations and liabili- ties of the Borrower hereunder or any other matter under or arising out of or relating to in connection with this loan Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the transactions contemplated herebyUnited States District Court of the Western District of Kentucky or in the courts of the Common- wealth of Kentucky, as the Requisite Banks may elect, and, by exe- cution and delivery of this Loan Agreement, the Borrower hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and uncondi- tionally with respect to any such action, suit or proceeding in- volving the Borrower and in respect of the Borrower's property. The parties Borrower further agrees that final judgment against the Bor- rower in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrower, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclu- sive evidence of the fact and of the amount of the Borrower's obli- gations and liabilities. The Borrower further irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by regis- tered or certified air mail, postage prepaid, to the Borrower at the address set forth in Section 12.3 below or by serving copies thereof upon any statutory agent for service of process of the Borrower. The Borrower agrees that service upon the Borrower as provided for herein shall constitute valid and effective personal service upon the Borrower and that the failure of any statutory agent to give any notice of such service to the Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Noth- ing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrower under, or any other matter arising out of or in connection with, this Loan Agreement and/or the other Loan Instruments, or for recognition or enforce- ment of any judgment rendered in any such action, suit or proceed- ing, in the courts of whatever jurisdiction in which property of the Borrower may be found or as otherwise shall to the Requisite Banks seem appropriate, or to affect the rights to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrower hereby irrevocably and unconditionally waive waives any objection which the Borrower may now or hereafter have to the laying of venue of any lawsuitof the aforesaid actions, action suits or proceedings arising out of or in connection with this Loan Agree- ment and/or the other proceeding Loan Instruments brought in such courtsthe Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitaction, action suit or other proceeding brought in any either such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party The Company and each Selling Shareholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattan, The City of New York (collectively, the “Specified Courts”), in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service ZIM American Integrated Shipping Services Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇LLC, as its authorized agent in the United States Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent agent, and written notice of said service to the Company by certified or registered mail, or by personal delivery by Federal Express, the person serving the same to such authorized agent the address provided in Section 17 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Selling Shareholders irrevocably appoints ZIM American Integrated Shipping Services Company, LLC, as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to such Selling Shareholder by the person serving the same to the address provided in Section 17 shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agrees agree to take any and all actions as may be necessary to maintain such designation and appointment of such agent agents in full force and effect for a period of five seven years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder (“Guarantor”) and their successors and assigns hereby submits subject themselves to the exclusive jurisdiction of any state or federal court located within such county, waive the U.S. federal and New York state courts sitting in the Borough personal service of Manhattan, City of New York (collectively, the “Specified Courts”), any process upon them in any suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably therein and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in consent that such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Expressreturn receipt request, directed to the Tenant and any successor at Tenant’s address hereinabove set forth, to such authorized agent Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two (2) days after such process is mailed. If (i) Landlord commences any action or proceeding against Tenant, or (ii) Landlord is required to defend any action or proceeding commenced by Tenant, in every respect effective service of process upon the Company connection with this lease and such action or proceeding is disposed of, by settlement, judgment or otherwise, favorably to Landlord, Landlord shall be entitled to recover from Tenant in any such suit action or proceeding. The Company further agrees to take any , or a subsequently commenced action or proceeding, landlord’s reasonable attorneys’ fees and disbursements incurred in connection with such action or proceeding and all actions as may be necessary prior and subsequent discussions and negotiations and correspondence relating thereto. If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the date such monies are payable pursuant to maintain such designation and appointment the provisions of such agent in full force and effect tins lease, Tenant shall pay Landlord interest thereon, at the then maximum legal rate, for a the period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, such monies were payable to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any date such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedmonies are paid.

Submission to Jurisdiction, Etc. Each party hereby submits (A) This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the exclusive jurisdiction laws of the U.S. federal and New York state courts sitting in the Borough of Manhattan, City State of New York (collectivelyYork. All actions or proceedings relating, the “Specified Courts”)directly or indirectly, in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably lease shall be litigated Re: 18th, 19th, 20th, 21st and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇only in courts located within the County of New York. Landlord, ▇▇▇▇▇Tenant, as its authorized agent any guarantor of the performance of Tenant's obligations hereunder ("Guarantor") and their successors and assigns hereby subject themselves to the jurisdiction of any state or federal court located within such county, waive the personal service of any process upon them in the United States upon which any action or proceeding therein and consent that such process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, return receipt requested, directed to the Landlord or by personal delivery by Federal ExpressTenant and/or any successor at its address hereinabove set forth, to such authorized agent Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed in every respect effective service made two days after such process is so mailed. (B) Whenever any default by Tenant beyond any applicable notice and cure period causes Landlord to incur attorneys' fees and/or any other costs or expenses, Tenant agrees that it shall pay and/or reimburse Landlord for such reasonable fees, costs or expenses within ten (10) days after being billed therefor. (C) If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the date such monies are payable pursuant to the provisions of process upon this lease, Tenant shall pay Landlord interest thereon, at nine (9%) percent per annum, for the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date such monies were payable to the date such monies are paid. (D) The submission of this Agreement. With respect lease to any legal suitTenant shall not constitute an offer by Landlord to execute and exchange a lease with Tenant and is made subject to Landlord's acceptance, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before execution and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendeddelivery thereof.

Submission to Jurisdiction, Etc. Each party The Borrowers hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts sitting in the Borough of Manhattanirrevocably agree that any legal action, City of New York (collectively, the “Specified Courts”), in any suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or relating in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to this Agreement the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit or proceeding involving the transactions contemplated herebyBorrowers and in respect of the Borrowers' property. The parties Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any lawsuitof the aforesaid actions, action suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other proceeding Loan Documents brought in such courtsthe Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitaction, action suit or other proceeding brought in any either such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Submission to Jurisdiction, Etc. Each party hereby submits (a) To the fullest extent permitted by applicable law, the Company and the Selling Stockholders irrevocably submit to the exclusive jurisdiction of the U.S. any federal and New York or state courts sitting court in the Borough of ManhattanCity, City County and State of New York (collectivelyYork, the “Specified Courts”)United States of America, in any suit or proceeding based on or arising out of under this Agreement, the Custody Agreement, the Registration Statement, the Prospectus or relating to this Agreement or the transactions contemplated hereby. The parties hereby any Preliminary Prospectus, and irrevocably and unconditionally waive any objection to the laying of venue agree that all claims in respect of any lawsuit, action such suit or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim may be determined in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forumcourt. The Company and the Selling Stockholders irrevocably designates and appoints Corporation Service Company, 1▇fully waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. They hereby irrevocably designate and appoint Murr▇▇ ▇▇. ▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇e "Process Agent"), as its their authorized agent in the United States upon which whom process may be served in any such suit or proceeding, it being understood that the designation and agrees appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Selling Stockholders. The Selling Stockholders represent to the Underwriters that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Selling Stockholders hereby irrevocably authorize and direct the Process Agent to accept such service. They further agree that service of process upon such authorized agent the Process Agent and written notice of said service to the Selling Stockholders mailed by certified prepaid registered first-class mail or registered maildelivered to the Process Agent at its principal office, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company Selling Stockholders in any such suit or proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling such Underwriter to serve process in any other manner permitted by law. The Company Selling Stockholders further agrees agree to take any and all actions action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain such continue the designation and appointment of such agent the Process Agent in full force and effect for a period of five years from the date of this Agreement. With respect to so long as they have any legal suit, action or proceeding arising out of or based upon outstanding obligations under this Agreement or the transactions contemplated Custody Agreement. If for any reason the Process Agent is no longer able to serve as such authorized agent, the Selling Stockholders shall appoint another agent reasonably satisfactory to Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇urities Corporation. To the extent that the Selling Stockholders have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to themselves or their properties, they hereby (a “Related Proceeding”), each party irrevocably waiveswaive such immunity in respect of their obligations under this Agreement and the Custody Agreement, to the fullest extent permitted by applicable law, all immunity . (whether on b) The obligation of the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment parties to make payments hereunder is in U.S. dollars (both before and after judgmentthe "Obligation Currency") and execution to which it might otherwise such obligation shall not be entitled in the Specified Courts, and with respect discharged or satisfied by any tender or recovery pursuant to any judgment of expressed in or converted into any such court (a “Related Judgment”), each party waives any such immunity in currency other than the Specified Courts Obligation Currency or any other court realization in such other currency, whether as proceeds of competent jurisdictionset-off, security, guarantee, distributions, or otherwise, except to the extent to which such tender, recovery or realization shall result in the effective receipt by the party which is to receive such payment of the full amount of the Obligation Currency expressed to be payable hereunder, and will not raise or claim or the party liable to make such payment agrees to indemnify the party which is to receive such payment (as an additional, separate and independent cause of action) for the amount (if any) by which such effective receipt shall fall short of the full amount of the Obligation Currency expressed to be pleaded payable hereunder and such obligation to indemnify shall not be affected by judgment being obtained for any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedother sums due under this Agreement.

Submission to Jurisdiction, Etc. Each party This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations here under (“Guarantor”) and their successors and assigns hereby submits subject themselves to the exclusive jurisdiction of any state or federal court located within such county, waive the U.S. federal and New York state courts sitting in the Borough personal service of Manhattan, City of New York (collectively, the “Specified Courts”), any process upon them in any suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably therein and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in consent that such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably designates and appoints Corporation Service Company, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, as its authorized agent in the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Expressreturn receipt request, directed to the Tenant and any successor at Tenant’s address hereinabove set forth, to such authorized agent Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two (2) days after such process is mailed. If (i) Landlord commences any action or proceeding against Tenant, or (ii) Landlord is required to defend any action or proceeding commenced by Tenant, in every respect effective service of process upon the Company connection with this lease and such action or proceeding is disposed of, by settlement, judgment or otherwise, favorably to Landlord, Landlord shall be entitled to recover from Tenant in any such suit action or proceeding. The Company further agrees to take any , or a subsequently commenced action or proceeding, landlord’s reasonable attorneys’ fees and disbursements incurred in connection with such action or proceeding and all actions as may be necessary prior and subsequent discussions and negotiations and correspondence relating thereto. If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the date such monies are payable pursuant to maintain such designation and appointment the provisions of such agent in full force and effect this lease, Tenant shall pay Landlord interest thereon, at the then maximum legal rate, for a the period of five years from the date of this Agreement. With respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a “Related Proceeding”), each party irrevocably waives, such monies were payable to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any judgment of any date such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedmonies are paid.