Common use of Appointment of Agent for Service Clause in Contracts

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed CT Corporation SystemXxxxxx Xxxx & Priest LLP, 00 Xxxxxxx Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Securities, the Guarantees or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Company hereby submits (for Nothing in this Section shall affect the purposes right of the Trustee or any Holder of any such suit Security to serve process in any manner permitted by applicable law or proceeding) to limit the jurisdiction right of the Trustee or any Holder of any such court Security to bring proceedings against the Company or the Guarantor in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue courts of any such suit other jurisdiction or proceedingjurisdictions.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, Industries hereby appoint the Trustee as its authorized their agent upon which process may be served in any suit legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall which may be deemed in every respect effective service of process upon it in any such suit or proceeding instituted in any Federal or State court in the Borough of Manhattan, The City of New York, arising out of or relating to the Securities, the coupons or this Indenture. Service of process upon such agent at the office of such agent at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department (or such other address in the Borough of Manhattan, The City of New York, as may be the Corporate Trust Office of the Trustee), and written notice of said service to the Company and Industries by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company and Industries in any such legal action or proceeding, and the Company and Industries hereby submit to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or coupons shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by the Company and Industries with the consent of the Trustee and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company and Industries further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force such agent or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Notes shall be Outstanding. The Trustee shall not be obligated such agent and shall have no responsibility with respect undertakes promptly to any failure by notify the Company to take any such action. The Company hereby submits (for the purposes and Industries of any such suit or proceeding) to the jurisdiction receipt by it of any such court service of process in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingaccordance with this Section.

Appointment of Agent for Service. The Company has designated By the execution and appointed CT Corporation Systemdelivery of this Indenture, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, PEC hereby appoints the Trustee as its authorized agent upon which process may be served in any suit legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall which may be deemed in every respect effective service of process upon it in any such suit or proceeding instituted in any Federal or State court in the Borough of Manhattan, The City of New York, arising out of or relating to the Securities, the coupons or this Indenture. Service of process upon such agent at the office of such agent at [1 Bank One Plaza, Mail Code IL1-0823, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Corporate Trust Services] (or such other address in the Borough of Manhattan, The City of New York, as may be the Corporate Trust Office of the Trustee), and written notice of said service to PEC, by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon PEC, in any such legal action or proceeding, and PEC hereby submits to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or coupons shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by PEC, with the Company consent of the Trustee and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company PEC further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such agent or successor. By the execution and delivery of this Indenture, the Trustee hereby agrees to act as such agent and undertakes promptly to notify PEC of receipt by it of service of process in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility accordance with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingthis Section.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, hereby appoints the Trustee as its authorized agent upon which process may be served in any suit legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall which may be deemed in every respect effective service of process upon it in any such suit or proceeding instituted in any Federal or State court in the Borough of Manhattan, The City of New York, arising out of or relating to the Securities, the coupons or this Indenture. Service of process upon such agent at the office of such agent at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Capital Markets Fiduciary Services (or such other address in the Borough of Manhattan, The City of New York, as may be the Corporate Trust Office of the Trustee), and written notice of said service to the Company by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding, and the Company hereby submits to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or coupons shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by the Company with the consent of the Trustee and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force such agent or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Notes shall be Outstanding. The Trustee shall not be obligated such agent and shall have no responsibility with respect undertakes promptly to any failure by notify the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction receipt by it of any such court service of process in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingaccordance with this Section.

Appointment of Agent for Service. The Company has designated By the execution and appointed CT Corporation Systemdelivery of this Indenture, 00 Xxxxxxx Xxxxxx Xxx Xxxxeach of the Issuer and the Guarantor hereby appoints Diageo North America, XX 00000, Xxxxxx Xxxxxx, Inc. as its authorized agent upon which process may be served in any suit legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, The the City of New York York, arising out of or relating to the Subordinated Debt Securities Securities, the coupons, the Guarantees or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service . Service of process upon such agent at the office of Diageo North America, Inc. at Six Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000-0000, and written notice of said CT Corporation System service to the Issuer or the Guarantor by the Person servicing the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon it the Issuer or the Guarantor, respectively, in any such suit legal action or proceeding, and each of the Issuer and the Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New Yorkis so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or coupons shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by the Company Issuer or the Guarantor with the consent of the Trustee and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee Each of the name Issuer and address of such successor. The Company the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit agent or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingsuccessor.

Appointment of Agent for Service. The Company and the General -------------------------------- Partner each has designated and appointed CT Corporation SystemXxxxxx Xxxx & Priest LLP, 00 Xxxxxxx Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Securities remain Outstanding until the appointment of a successor by the Company and the General Partner and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company and the General Partner shall notify the Trustee of the name and address of such successor. The Company and the General Partner further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the General Partner to take any such action. The Company hereby submits (for Nothing in this Section shall affect the purposes right of the Trustee or any Holder of any such suit Security to serve process in any manner permitted by applicable law or proceeding) to limit the jurisdiction right of the Trustee or any Holder of any such court Security to bring proceedings against the Company in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue courts of any such suit other jurisdiction or proceedingjurisdictions.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation SystemBanco Bilbao Vizcaya Argentaria, 00 Xxxxxxx Xxxxxx S.A., New York Branch, 1345 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any suit or proceeding in any Federal U.S. federal or State state court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Securities, the Guarantee or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System Authorized Agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal U.S. federal or State state court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor, as the case may be, and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor, as the case may be, shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System Authorized Agent in full force and effect so long as any of the Notes Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes purpose of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding. Notwithstanding the foregoing, any suit or proceeding arising out of or relating to the Guarantee may also be brought in the courts of Madrid, Spain.

Appointment of Agent for Service. The Company and the Guarantor each has designated and appointed CT Corporation SystemXxxxxx Xxxx & Priest LLP, 00 Xxxxxxx Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Securities, the Guarantees or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Company hereby submits (for Nothing in this Section shall affect the purposes right of the Trustee or any Holder of any such suit Security to serve process in any manner permitted by applicable law or proceeding) to limit the jurisdiction right of the Trustee or any Holder of any such court Security to bring proceedings against the Company or the Guarantor in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue courts of any such suit other jurisdiction or proceedingjurisdictions.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company has designated hereby designates and appointed CT Corporation Systemappoints General Counsel, 00 Xxxxxxx AXA Financial, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Securities, the Coupons or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such Federal or State court in the Borough of Manhattan, The City of New York, in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities Seventh Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Fifth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief Legal Officer, 00 Xxxxxxx North America of Lloyds Bank Corporate Markets plc (or any successor thereto), currently of 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Ninth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed the Selling Shareholder, by the execution and delivery of this Agreement, agree that service of process may be made at the principal office of CT Corporation System, 00 111 Eighth Avenue, New York, New York 10011, in any suit or proceeding xxxxxxx xxx Xxxxxxx, xx xxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx XxxxxxXxxxxxolder, as its the case may be, instituted by any Underwriter or by any person controlling any Underwriter based on or arising under this Agreement in any United States Federal District Court or State court in the State of New York, County of New York, and expressly accepts the nonexclusive jurisdiction of any such court in respect of any such suit or proceeding. The Company further and the Selling Shareholder, by the execution and delivery of this Agreement, irrevocably designates and appoints CT Corporation System in the County, City and State of New York, United States of America, as the authorized agent of the Company and the Selling Shareholder upon which whom process may be served in any such suit or proceeding proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action on the part of the Company. Each of the Company and the Selling Shareholder represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same in any Federal or State court in writing. Each of the Borough of ManhattanCompany and the Selling Shareholder further agrees that, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indentureextent permitted by law, but for that purpose only, and agrees that service of process upon said CT Corporation System and written notice of said service to the Company or the Selling Shareholder, as the case may be, mailed by first class airmail or delivered to it at the address specified in Section 14 shall be deemed in every respect effective service of process upon it the Company or the Selling Shareholder, as the case may be, in any such suit or proceeding in any Federal or State court in the Borough proceeding. Each of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company Selling Shareholder further agrees to take any and all action, including the execution and filing of any and all such documents instruments and instrumentsdocuments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of for five years from the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingClosing Time.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Banking Group plc (or any successor thereto), currently of 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Eighth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Sixth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities First Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Third Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities Eighth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities or this Subordinated Debt Securities Amended and Restated Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, the Guarantor each hereby appoints the _________________ of Banco Popular de Puerto Rico at the office of Banco Popular de Puerto Rico located in The City of New York as its the Company's and the Guarantor's authorized agent (the "Authorized Agent") upon which whom service of process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York action arising out of or relating to based on the Subordinated Debt Securities Securities, the Guarantees or this Subordinated Debt Securities Indenture, but for Indenture (including any action based on or arising out of the United States federal securities laws) that purpose only, and agrees that service of process upon said CT Corporation System shall may be deemed instituted in every respect effective service of process upon it New York State or United States Federal Courts sitting in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as by the Trustee or the Holder of any of the Notes remain Outstanding until the appointment of a successor by Security, and the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company Guarantor each hereby submits (for the purposes of any such suit or proceeding) to expressly accepts the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue respect of any such suit action. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for service of process, and such successor's acceptance of such appointment, shall have occurred, and the Company, the Guarantor and such Authorized Agent will take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or proceeding.appointments in full force and effect as aforesaid. Service of process upon an Authorized Agent will be deemed, in every respect, effective service of process upon the Company and the Guarantor. Notwithstanding the foregoing, any action against the Company or the Guarantor arising out of or based on any Security or Guarantee, or this Indenture may also be instituted by the Holder of such Security in any court in the Commonwealth of Puerto Rico, and the Company and the Guarantor each hereby expressly accepts the jurisdiction of any such court in respect of any such action. ARTICLE TWO

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemagrees that any legal suit, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose onlyonly and not with respect to any action or proceeding predicated upon the Securities Act of 1933, as amended, may be instituted in any State or Federal court in The City of New York, State of New York, United States of America, waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, acting or proceeding, and irrevocably submits to the nonexclusive jurisdiction of any such court in any such suit, action or proceeding. The Company has designated and appointed the Trustee (or any successor corporation) as the Company’s authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon said CT Corporation System agent at its office at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in The City of New York as the Company may designate by written notice to the Trustee), and written notice of said service to the Company, by the Person serving the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon it the Company in any such suit suit, action or proceeding and shall be taken and held to be valid personal service upon the company. Said designation and appointment shall be irrevocable until the Indenture shall have been satisfied and discharged in accordance with Article Four. The Company agrees to take all action as may be necessary to continue the designation and appointment of said agent or any Federal or State court successor corporation in full force and effect so that the Borough Company shall at all times have an agent for service of Manhattan, process for the above purposes in The City of New York, State of New York, United States of America. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including By the execution and filing delivery of any this Indenture, the Trustee hereby agrees to act as such agent and all such documents and instruments, as may be necessary undertakes promptly to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by notify the Company to take any such actionof receipt by it of service of process in accordance with this Section. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.ARTICLE TWO

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities Fifth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated Guarantor hereby -------------------------------- designates and appointed CT Corporation Systemappoints Xxxxxx Xxxx & Priest LLP, 00 Xxxxxxx Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt this Preferred Trust Securities or this Subordinated Debt Securities IndentureGuarantee, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Preferred Trust Securities remain Outstanding until the appointment of a successor by the Company Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company Guarantor shall notify the Trust Guarantee Trustee of the name and address of such successor. The Company Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Preferred Trust Securities shall be Outstanding. The Trust Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company Guarantor to take any such action. The Company hereby submits (for Nothing in this Section shall affect the purposes right of the Trust Guarantee Trustee or any Holder of any such suit Preferred Trust Security to serve process in any manner permitted by applicable law or proceeding) to limit the jurisdiction right of the Trust Guarantee Trustee or any Holder of any such court Preferred Trust Security to bring proceedings against the Guarantor in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue courts of any such suit other jurisdiction or proceedingjurisdictions.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Notes or this Subordinated Debt Securities Third Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx XxxxxxUnited States, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Notes or this Subordinated Debt Securities Fourth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Second Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx111 Eighth Avenue, XX 0000013th floor, Xxxxxx XxxxxxNew York, New York 10011 as its authorized agent upon which process may be served in any suit authorxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, hereby appoints the Trustee as its authorized agent upon which process may be served in any suit legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall which may be deemed in every respect effective service of process upon it in any such suit or proceeding instituted in any Federal or State court in the Borough of Manhattan, The City of New York, arising out of or relating to the Securities, the coupons or this Indenture. Service of process upon such agent at the office of such agent at 250 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Xxtention: Global Trust Services (or such other address in the Borough of Manhattan, The City of New York, as may be the Corporate Trust Office of the Trustee), and written notice of said service to the Company by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding, and the Company hereby submits to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or coupons shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by the Company with the consent of the Trustee and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force such agent or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Notes shall be Outstanding. The Trustee shall not be obligated such agent and shall have no responsibility with respect undertakes promptly to any failure by notify the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction receipt by it of any such court service of process in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingaccordance with this Section.

Appointment of Agent for Service. The Each Company and the Guarantor has designated and appointed CT Corporation SystemJxxx Xxxxxxx, 00 Xxxxxxx Xxxxxx Xxx XxxxChief Financial Officer, XX Citizens Financial Group, Inc., 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities or this Subordinated Senior Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System Jxxx Xxxxxxx shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System Jxxx Xxxxxxx in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated Successor Depositor -------------------------------- hereby designates and appointed CT Corporation Systemappoints Xxxxxx Xxxx & Priest LLP, 00 Xxxxxxx Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities IndentureTrust Agreement, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Preferred Trust Securities remain Outstanding until the appointment of a successor by the Company Successor Depositor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company Successor Depositor shall notify the Property Trustee of the name and address of such successor. The Company Successor Depositor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Preferred Trust Securities shall be Outstanding. The Property Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company Successor Depositor to take any such action. The Company hereby submits (for Nothing in this Section shall affect the purposes right of the Property Trustee or any Holder of any such suit Preferred Trust Security to serve process in any manner permitted by applicable law or proceeding) to limit the jurisdiction right of the Property Trustee or any Holder of any such court Preferred Trust Security to bring proceedings against the Successor Depositor in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue courts of any such suit other jurisdiction or proceedingjurisdictions.

Appointment of Agent for Service. The Company has designated Guarantor hereby -------------------------------- designates and appointed CT Corporation Systemappoints Xxxxxx Xxxx & Priest LLP, 00 Xxxxxxx Xxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt this Preferred Partnership Securities or this Subordinated Debt Securities IndentureGuarantee, but for that purpose only, and agrees that service of process upon said CT Corporation System agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Preferred Partnership Securities remain Outstanding until the appointment of a successor by the Company Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company Guarantor shall notify the Partnership Guarantee Trustee of the name and address of such successor. The Company Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System agent in full force and effect so long as any of the Notes Preferred Partnership Securities shall be Outstanding. The Partnership Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company Guarantor to take any such action. The Company hereby submits (for Nothing in this Section shall affect the purposes right of the Partnership Guarantee Trustee or any Holder of any such suit Preferred Partnership Security to serve process in any manner permitted by applicable law or proceeding) to limit the jurisdiction right of the Partnership Guarantee Trustee or any Holder of any such court Preferred Partnership Security to bring proceedings against the Guarantor in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue courts of any such suit other jurisdiction or proceedingjurisdictions.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation SystemAmdocs, 00 Xxxxxxx Xxxxxx Xxx XxxxInc., XX 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000, Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”), upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Indenture or this Subordinated Debt Securities Indenturethe Notes, but for that purpose only, and agrees that service of process upon said CT Corporation System Authorized Agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment; provided, that, if any such successor Authorized Agent is another Subsidiary of the Company, such Subsidiary shall be organized under the laws of the United States of America, any State thereof or the District of Columbia. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. If Amdocs, Inc. ceases to be a Subsidiary of the Company for any reason or is no longer incorporated under the laws of the United States of America, any State thereof or the District of Columbia, the Company shall designate and appoint a successor Authorized Agent that is organized under the laws of the United States of America, any State thereof or the District of Columbia. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System Authorized Agent in full force and effect so long as any of the Notes shall be Outstandingoutstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Banking Group plc (or any successor thereto), currently of 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York York, New York, arising out of or relating to the Subordinated Debt Securities Securities, this Subordinated Indenture or this Subordinated Debt Securities Fifth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 20 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation SystemXxxx Xxxxxxx, 00 Xxxxxxx Xxxxxx Xxx XxxxChief Financial Officer, XX Citizens Financial Group, Inc., 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities the Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System Xxxx Xxxxxxx shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System Xxxx Xxxxxxx in full force and effect so long as any of the Notes Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Company and the Guarantor hereby submits submit (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds TSB Bank plc (or any successor thereto), currently of 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities or this Subordinated Senior Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated Each Issuer and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, each Guarantor hereby appoints each of (1) the New York Branch of BOS as its authorized agent upon which process may be served in any suit legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall which may be deemed in every respect effective service of process upon it in any such suit or proceeding instituted in any Federal or State court in the Borough of Manhattan, The City of New York, and (2) the London Office of HBOS as its agent upon which process may be served in any legal action or proceeding which may be instituted in any court in England, in each case, arising out of or relating to the Securities, the Guarantees or this Indenture. Service of process upon any such agent at the office of such agent at 300 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Manager (or such other address in the Borough of Manhattan, The City of New YorkYork as such agent shall furnish in writing to the Trustee) or at 30 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx (or such other address in London, England as such agent shall furnish in writing to the Trustee), and written notice of said service to an Issuer or a Guarantor, as the case may be, by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon such Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each Issuer and each Guarantor hereby submits to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such Each such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture or until the appointment of a successor by such Issuer or such Guarantor with the Company consent of the Trustee and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name Each Issuer and address of such successor. The Company each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any each such action. The Company hereby submits (for the purposes of any such suit agent or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingsuccessor.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds TSB Bank plc (or any successor thereto), currently of 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities Third Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx 000 Xxxxxx Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Capital Securities or this Subordinated Debt Capital Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Capital Securities remain Outstanding until the appointment of a successor by the Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes Capital Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx 100 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities Notes or this Subordinated Debt Securities First Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities Fourth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, hereby appoints the Trustee as its authorized agent upon which process may be served in any suit legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, The City of New York City, arising out of or relating to the Junior Subordinated Debt Securities Notes or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service . Service of process upon said CT Corporation System such agent at the office of such agent at , Attention: Corporate Trustee Administration Department (or such other address in the Borough of Manhattan, New York City, as may be the Corporate Trust Office of the Trustee), and written notice of such service to the Company by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon it the Company in any such suit legal action or proceeding, and the Company hereby submits to the jurisdiction of any such court in which any such legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New Yorkis so instituted. Such appointment shall be irrevocable so long as the Holders of Junior Subordinated Notes shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by the Company with the consent of the Trustee and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force such agent or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Notes shall be Outstanding. The Trustee shall not be obligated such agent and shall have no responsibility with respect undertakes promptly to any failure by notify the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction receipt by it of any such court service of process in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingaccordance with this Section.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation Systemthe Chief U.S. Counsel, 00 Xxxxxxx Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, 00000 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Senior Debt Securities, this Senior Debt Securities Indenture or this Subordinated Debt Securities Sixth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Senior Debt Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such authorized agent in full force and effect so long as any of the Notes Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Each of the Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor has designated and appointed CT Corporation SystemJxxx Xxxxxxx, 00 Xxxxxxx Xxxxxx Xxx XxxxChief Financial Officer, XX Citizens Financial Group, Inc., 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities the Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System Jxxx Xxxxxxx shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes Securities remain Outstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System Jxxx Xxxxxxx in full force and effect so long as any of the Notes Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. The Company and the Guarantor hereby submits submit (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. The Company has designated and appointed CT Corporation System, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, Guarantor hereby appoints the Senior Vice President of Banco Popular at the office of Banco Popular located in the City of New York as its the Guarantor's authorized agent (the "Authorized Agent") upon which whom service of process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York action arising out of or relating to based on the Subordinated Debt Securities, the Securities Guarantees or this Subordinated Debt Securities Indenture, but for Indenture (including any action based on or arising out of the United States federal securities laws) that purpose only, and agrees that service of process upon said CT Corporation System shall may be deemed instituted in every respect effective service of process upon it in any such suit New York State or proceeding in any United States Federal or State court Courts sitting in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Notes remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, Trustee or the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing Holder of any Security, and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company Guarantor hereby submits (for the purposes of any such suit or proceeding) to expressly accepts the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue respect of any such suit action. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for service of process, and such successor's acceptance of such appointment, shall have occurred, and the Guarantor and such Authorized Agent will take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or proceedingappointments in full force and effect as aforesaid. Service of process upon an Authorized Agent will be deemed, in every respect, effective service of process upon the Guarantor. Notwithstanding the foregoing, any action against the Guarantor arising out of or based on any Security, the Securities Guarantees or this Indenture may also be instituted by the Holder of such Security in any court in the Commonwealth of Puerto Rico, and the Guarantor hereby expressly accepts the jurisdiction of any such court in respect of any such action.

Appointment of Agent for Service. The Company has designated By the execution and appointed CT Corporation Systemdelivery of this Indenture, 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, PEC hereby appoints the Trustee as its authorized agent upon which process may be served in any suit legal action or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said CT Corporation System shall which may be deemed in every respect effective service of process upon it in any such suit or proceeding instituted in any Federal or State court in the Borough of Manhattan, The City of New York, arising out of or relating to the Securities, the coupons or this Indenture. Service of process upon such agent at the office of such agent at 1 Bank One Plaza, Mail Code IL1-0126, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Corporate Trust Services (or such other address in the Borough of Manhattan, The City of New York, as may be the Corporate Trust Office of the Trustee), and written notice of said service to PEC, by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon PEC, in any such legal action or proceeding, and PEC hereby submits to the jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities or coupons shall have any rights pursuant to the terms thereof or of the Notes remain Outstanding this Indenture until the appointment of a successor by PEC, with the Company consent of the Trustee and such successor’s 's acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company PEC further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said CT Corporation System such agent or successor. By the execution and delivery of this Indenture, the Trustee hereby agrees to act as such agent and undertakes promptly to notify PEC of receipt by it of service of process in full force and effect so long as any of the Notes shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility accordance with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceedingthis Section.