Common use of Appointment of Agent for Service Clause in Contracts

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said 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. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor'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 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 agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPCT Corporation System, 00 Xxxx 00xx Xxxxxx, Xxxxxxx Xxxxxx Xxx Xxxx, 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 Securities, the Guarantees Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities Notes 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent CT Corporation System in full force and effect so long as any of the Securities Notes 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company and Industries hereby appoint the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding this Indenture until the appointment of a successor by the Company and Industries with the Guarantor consent of the Trustee and such successor'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 Industries further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Securities 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 or the Guarantor to take any such action. Nothing in this Section shall affect the right and Industries of the Trustee or any Holder receipt by it of any Security to serve service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The Company By the execution and delivery of this Indenture, PEC hereby appoints the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding this Indenture until the appointment of a successor by PEC, with the Company and consent of the Guarantor Trustee and such successor'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 PEC further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long as any delivery of the 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. Nothing in this Section shall affect the right of Indenture, the Trustee or any Holder hereby agrees to act as such agent and undertakes promptly to notify PEC of any Security to serve receipt by it of service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company and hereby appoints the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding this Indenture until the appointment of a successor by the Company and with the Guarantor consent of the Trustee and such successor'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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Securities 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 or the Guarantor to take any such action. Nothing in this Section shall affect the right of the Trustee or any Holder receipt by it of any Security to serve service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The Company and the Guarantor General -------------------------------- Partner each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees Securities or this Indenture, but for that purpose only, and agrees that service of process upon said 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. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor General Partner and such successor's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor General Partner shall notify the Trustee of the name and address of such successor. The Company and the Guarantor General Partner further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the 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 General Partner to take any such action. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said 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. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor'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 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 agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPBanco Bilbao Vizcaya Argentaria, 00 Xxxx S.A., New York Branch, 1345 Avenue of the Xxxxxxxx, 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees Guarantee or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor Guarantor, as the case may be, and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent Authorized Agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purpose of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted by applicable law such suit or limit proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security such suit or proceeding. Notwithstanding the foregoing, any suit or proceeding arising out of or relating to bring proceedings against the Company or the Guarantor Guarantee may also be brought in the courts of any other jurisdiction or jurisdictionsMadrid, Spain.

Appointment of Agent for Service. The Company By the execution and delivery of this Indenture, each of the Issuer and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPhereby appoints Diageo North America, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the coupons, the Guarantees or this 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 agent 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 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 Securities remain Outstanding this Indenture until the appointment of a successor by the Company and Issuer or the Guarantor with the consent of the Trustee and such successor's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor shall notify the Trustee Each of the name and address of such successor. The Company Issuer and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionssuccessor.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPAmdocs, 00 Xxxx 00xx XxxxxxInc., Xxx Xxxx0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxx Xxxx Xxxxxxxxxxxx, Xxxxxxxx 00000, 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 Securities, Indenture or the Guarantees or this IndentureNotes, but for that purpose only, and agrees that service of process upon said agent 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 Securities Notes remain Outstanding outstanding until the appointment of a successor by the Company and the Guarantor and such successor's ’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 and the Guarantor 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 and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent Authorized Agent in full force and effect so long as any of the Securities Notes shall be Outstandingoutstanding. 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. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Banking Group plc (or any successor thereto), currently of 1000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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, the Guarantees this Subordinated Indenture or this Eighth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Subordinated Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing 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 this Section shall affect 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds TSB Bank plc (or any successor thereto), currently of 1000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Securities, the Guarantees Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said 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 Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company Each Issuer and each Guarantor hereby appoints each of (1) the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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. Such 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 York 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. 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 Securities remain Outstanding this Indenture or until the appointment of a successor by such Issuer or such Guarantor with the Company and consent of the Guarantor Trustee and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company Each Issuer and the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the each Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said each such agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionssuccessor.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds TSB Bank plc (or any successor thereto), currently of 1000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Securities, the Guarantees Senior Debt Securities or this Senior Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. (a) The Company and Issuer has appointed the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Company, as its authorized agent (the “Authorized Agent”) upon which whom all writs, process and summonses may be served in any suit 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 based upon the Securities, Indenture or the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent shall Notes which may be deemed in every respect effective service of process upon it instituted in any such suit New York state or proceeding in any Federal or State U.S. federal court in the Borough of ManhattanNew York City, The City of New York. Such The Issuer represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer agrees to take any and all actions, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain outstanding. The Issuer agrees that the appointment of the Authorized Agent shall be irrevocable so long as any of the Securities Notes remain Outstanding outstanding or until the irrevocable appointment by Issuer of a successor by agent in the Company United States as their authorized agent for such purpose and the Guarantor and such successor's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor shall notify the Trustee of the name and address of appointment by such successor. The Company and Service of process upon the Guarantor further agree Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer. Copies of any such process so served shall also be given to take the Issuer in accordance with Section 12.02 hereof, but the failure of the Issuer to receive such copies shall not affect in any and all way the service of such process as aforesaid. (b) To the extent that the Issuer or any of its respective properties, assets or revenues may have or hereafter become entitled to, or have attributed to the Issuer, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, including suit or proceeding, from the execution and filing giving of any and all relief in any such documents and instrumentslegal action, as suit or proceeding, from setoff or from counterclaim from the jurisdiction of any Dutch, New York State, U.S. federal court or other applicable jurisdiction, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility commenced, with respect to the obligations and liabilities of the Issuer, or any failure by other matter under or arising out of or in connection with, the Company Notes or the Guarantor Indenture, the Issuer irrevocably and unconditionally waives or shall waive such right to take any such action. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner extent permitted by applicable law law, and agree not to plead or limit the right of the Trustee or claim any Holder of any Security such immunity and consent to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionssuch relief and enforcement.

Appointment of Agent for Service. The Each Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPJxxx Xxxxxxx, 00 Xxxx 00xx XxxxxxChief Financial Officer, Xxx XxxxCitizens Financial Group, Xxx Xxxx Inc., 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 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 Securities, the Guarantees Senior Debt Securities or this Senior Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent Jxxx Xxxxxxx in full force and effect so long as any of the 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. Nothing The Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company Successor Depositor -------------------------------- hereby designates and the Guarantor -------------------------------- each has designated and appointed appoints Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees or this IndentureTrust Agreement, but for that purpose only, and agrees that service of process upon said 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. Such appointment shall be irrevocable so long as any of the Preferred Trust Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor Successor Depositor and such successor's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor Successor Depositor shall notify the Property Trustee of the name and address of such successor. The Company and the Guarantor Successor Depositor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the 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 or the Guarantor Successor Depositor to take any such action. Nothing in this Section shall affect the right of the Property Trustee or any Holder of any Preferred Trust Security to serve process in any manner permitted by applicable law or limit the right of the Property Trustee or any Holder of any Preferred Trust Security to bring proceedings against the Company or the Guarantor Successor Depositor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this Seventh Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company Guarantor hereby -------------------------------- designates and the Guarantor -------------------------------- each has designated and appointed appoints Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees or this IndenturePreferred Partnership Securities Guarantee, but for that purpose only, and agrees that service of process upon said 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. Such appointment shall be irrevocable so long as any of the Preferred Partnership Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor shall notify the Partnership Guarantee Trustee of the name and address of such successor. The Company and the Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the 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 or the Guarantor to take any such action. Nothing in this Section shall affect the right of the Partnership Guarantee Trustee or any Holder of any Preferred Partnership Security to serve process in any manner permitted by applicable law or limit the right of the Partnership Guarantee Trustee or any Holder of any Preferred Partnership Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPagrees that any legal suit, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees Securities or this 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 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 in any Federal or State court in and shall be taken and held to be valid personal service upon the Borough of Manhattan, The City of New Yorkcompany. Such Said designation and appointment shall be irrevocable so long as any of the Securities remain Outstanding until the appointment of a successor by the Company Indenture shall have been satisfied and the Guarantor and such successor's acceptance of such appointment. Upon such acceptance, the Company and the Guarantor shall notify the Trustee of the name and address of such successordischarged in accordance with Article Four. The Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue such the designation and appointment of said agent or any successor corporation in full force and effect so long as any of the Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by that the Company or shall at all times have an agent for service of process for the Guarantor to take any such actionabove purposes in The City of New York, State of New York, United States of America. Nothing in By the execution and delivery of this Section shall affect the right of Indenture, the Trustee or any Holder hereby agrees to act as such agent and undertakes promptly to notify the Company of any Security to serve receipt by it of service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company and Industries hereby appoint the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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: 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 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 Securities remain Outstanding this Indenture until the appointment of a successor by the Company and Industries with the Guarantor consent of the Trustee and such successor'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 Industries further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Securities 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 or the Guarantor to take any such action. Nothing in this Section shall affect the right and Industries of the Trustee or any Holder receipt by it of any Security to serve service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPCT Corporation System, 00 Xxxx 00xx 000 Xxxxx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees Senior Debt Securities or this Amended and Restated Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Senior Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent CT Corporation System in full force and effect so long as any of the 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPCT Corporation System, 00 Xxxx 00xx Xxxxxx111 Eighth Avenue, Xxx Xxxx13th floor, Xxx Xxxx 00000New 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 Securities, the Guarantees Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor'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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent CT Corporation System in full force and effect so long as any of the 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this Fifth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company hereby designates and the Guarantor -------------------------------- each has designated and appointed appoints General Counsel, AXA Financial, Inc., 0000 Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 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 Debt Securities, the Guarantees Coupons or this Indenture, but for that purpose only, and agrees that service of process upon said 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. Such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor'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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such Federal or State court in this Section shall affect the right 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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, the Guarantees this Subordinated Indenture or this Sixth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Subordinated Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing 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 this Section shall affect 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPCT Corporation System, 00 Xxxx 000 Xxxxx Xxxxxx, 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, United 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 Securities, the Guarantees Notes or this Fourth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities Notes 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent CT Corporation System in full force and effect so long as any of the Securities Notes 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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, the Guarantees this Subordinated Indenture or this Second Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Subordinated Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing 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 this Section shall affect 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPXxxxxxx, 00 Xxxx 00xx XxxxxxChief Financial Officer, Xxx XxxxCitizens Financial Group, Xxx Xxxx Inc., 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 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 Securities, Securities or the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent Xxxx Xxxxxxx in full force and effect so long as any of the 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. Nothing The Company and the Guarantor hereby submit (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company By the execution and delivery of this Indenture, PEC hereby appoints the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding this Indenture until the appointment of a successor by PEC, with the Company and consent of the Guarantor Trustee and such successor'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 PEC further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long as any delivery of the 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. Nothing in this Section shall affect the right of Indenture, the Trustee or any Holder hereby agrees to act as such agent and undertakes promptly to notify PEC of any Security to serve receipt by it of service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this Eighth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPCT Corporation System, 00 Xxxx 100 Xxxxx Xxxxxx, 00xx XxxxxxXxxxx, Xxx Xxxx, 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 Securities, the Guarantees Notes or this First Supplemental Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities Notes 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent CT Corporation System in full force and effect so long as any of the Securities Notes 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this Third Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated Selling Shareholder, by the execution and appointed Xxxxxx Xxxx & Priest LLPdelivery of this Agreement, 00 Xxxx 00xx Xxxxxxagree that service of process may be made at the principal office of CT Corporation System, Xxx Xxxx111 Eighth Avenue, Xxx Xxxx 00000New York, New York 10011, in any suit or proceeding xxxxxxx xxx Xxxxxxx, xx xxx Xxxxxxx Xxxxxxolder, 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 Securitiesextent permitted by law, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon CT Corporation and written notice of said agent 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. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding until the appointment of a successor by the Company and the Guarantor and such successor'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 Selling Shareholder further agree 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 agent in full force and effect so long as any of for five years from the 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. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsClosing Time.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this Sixth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this Fourth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Each of the Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing in this Section shall affect the right Each of the Trustee or any Holder Company and the Guarantor hereby submits (for the purposes of any Security such suit or proceeding) to serve process the jurisdiction of any such court in which any manner permitted such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by applicable law jury and any objection it may have now or limit hereafter to the right laying of the Trustee or any Holder venue of any Security to bring proceedings against the Company such suit or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company and hereby appoints the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees Junior Subordinated Notes or this Indenture, but for that purpose only, and agrees that service . Service of process upon said 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 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 Securities remain Outstanding this Indenture until the appointment of a successor by the Company and with the Guarantor consent of the Trustee 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Securities 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 or the Guarantor to take any such action. Nothing in this Section shall affect the right of the Trustee or any Holder receipt by it of any Security to serve service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The Each of the Company and the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLPJxxx Xxxxxxx, 00 Xxxx 00xx XxxxxxChief Financial Officer, Xxx XxxxCitizens Financial Group, Xxx Xxxx Inc., 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, 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 Securities, Securities or the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities remain Outstanding until the appointment of a successor by the Company and or the Guarantor and such successor's ’s acceptance of such appointment. Upon such acceptance, the Company and or the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent Jxxx Xxxxxxx in full force and effect so long as any of the 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. Nothing The Company and the Guarantor hereby submit (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Banking Group plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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, the Guarantees this Subordinated Indenture or this Fifth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Subordinated Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing 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 this Section shall affect 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed the Chief Legal Officer, North America of Lloyds Bank Corporate Markets plc (or any successor thereto), currently of 1000 Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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, the Guarantees this Subordinated Indenture or this Ninth Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Subordinated Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing 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 this Section shall affect 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated 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 the Company's and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this 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 agent 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, by the Trustee or the Holder of any Security, and the Company and the Guarantor each hereby expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding unless and until the appointment of a successor by the Company and the Guarantor authorized agent for service of process, and such successor's acceptance of such appointment. Upon such acceptance, shall have occurred, and the Company, the Company Guarantor and the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agree to Authorized Agent will take any and all actionactions, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said agent or appointments in full force and effect so long as any aforesaid. Service of the Securities shall process upon an Authorized Agent will be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by deemed, in every respect, effective service of process upon the Company or and the Guarantor to take Guarantor. Notwithstanding the foregoing, any such action. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings 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 courts Commonwealth of Puerto Rico, and the Company and the Guarantor each hereby expressly accepts the jurisdiction of any other jurisdiction or jurisdictions.such court in respect of any such action. ARTICLE TWO

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed CT Corporation System, 20 Xxxxxxx Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, 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 Securities, the Guarantees Subordinated Debt Securities or this Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said agent 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 Securities Notes 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent CT Corporation System in full force and effect so long as any of the Securities Notes 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect which any such suit or proceeding is so instituted, and waives, to the right extent it may effectively do so, any objection it may have now or hereafter to the laying of the Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.

Appointment of Agent for Service. The Company and Guarantor hereby appoints the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Securities Guarantees or this 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 agent 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, by the Trustee or the Holder of any Security, and the Guarantor hereby expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding unless and until the appointment of a successor by the Company and the Guarantor authorized agent for service of process, and such successor's acceptance of such appointment. Upon such acceptance, the Company shall have occurred, and the Guarantor shall notify the Trustee of the name and address of such successor. The Company and the Guarantor further agree to Authorized Agent will take any and all actionactions, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said agent or appointments in full force and effect so long 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 shall Guarantees or this Indenture may also be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure instituted by the Company or Holder of such Security in any court in the Commonwealth of Puerto Rico, and the Guarantor to take hereby expressly accepts the jurisdiction of any such court in respect of any such action. Nothing in this Section shall affect the right of the Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. The By the execution and delivery of this Indenture, the Company and hereby appoint the Guarantor -------------------------------- each has designated and appointed Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Securities, the Guarantees or this Indenture, but for that purpose only, and agrees that service of process upon said agent 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: 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 Securities remain Outstanding this Indenture until the appointment of a successor by the Company and with the Guarantor consent of the Trustee and such successor'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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such agent in full force or successor. By the execution and effect so long delivery of this Indenture, the Trustee hereby agrees to act as any of the Securities 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 or the Guarantor to take any such action. Nothing in this Section shall affect the right of the Trustee or any Holder receipt by it of any Security to serve service of process in any manner permitted by applicable law or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsaccordance with this Section.

Appointment of Agent for Service. The Company and the Guarantor -------------------------------- each has designated and appointed the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 0000 Xxxxxx Xxxx & Priest LLPxx xxx Xxxxxxxx, 00 Xxxx 00xx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 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 Senior Debt Securities, the Guarantees this Senior Debt Securities Indenture or this First Supplemental Indenture, but for that purpose only, and agrees that service of process upon said 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 Senior Debt 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 agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said such authorized agent in full force and effect so long as any of the 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. Nothing The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in this Section shall affect 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 Trustee or any Holder venue of any Security to serve process in any manner permitted by applicable law such suit or limit the right of the Trustee or any Holder of any Security to bring proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictionsproceeding.