Common use of Consent to Jurisdiction; Appointment of Agent for Service of Process Clause in Contracts

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantor, as the case may be, pursuant to Section 12(b) of this Agreement, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors furtherUnderwriters irrevocably (i) agrees, for the benefit of the Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each a “New York Court”), (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the execution laying of venue of any such legal suit, action or proceeding and delivery agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement, irrevocably designates, appoints and empowers CT Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX USA Corporation, with offices at 0000 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its designee, appointee and authorized agent to receive for and on its behalf service (ithe “Authorized Agent”) of any and all legal process, summons, notices and documents that upon whom process may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter action arising out of or in connection with based on this Agreement and or the transactions contemplated hereby and (ii) that which may be made on instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such designee, appointee and authorized agent court in accordance with legal procedures prescribed for respect of any such courtsaction, and it being understood waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the designation and appointment of CT Corporation its Authorized Agent has agreed to act as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of said such service mailed or delivered to the Company or such Subsidiary Guarantor, as at the case may be, pursuant to address of the Company provided in Section 12(b) of this Agreement, 11 hereof shall be deemed in every respect respect, effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisCompany.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and irrevocably agrees that any legal suit, action or proceeding against the Subsidiary Guarantors, Company brought by the execution Depositary or any Holder, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may be instituted in any state or federal court in New York, New York, and delivery irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be instituted by the Depositary in any competent court in the Cayman Islands, Hong Kong, the People's Republic of China and/or the United States, or by the Depositary through the commencement of an arbitration pursuant to Section 19(b) of this Deposit Agreement. The Company has appointed Law Debenture Corporate Services Inc., irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation")2xx Xxxxxx, with offices at 0000 Xxxxxxxx, 00xx XxxxxXxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 XX 00000, as its authorized agent (the "Authorized Agent") upon which process may be served in any such action or its successors proceeding arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and to the fullest extent permitted by law, waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the Company’s right to replace the Authorized Agent in the manner contemplated hereunder, such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or agrees to take any and all action, including the Subsidiary Guarantors instituted by filing of any Holder entitled and all documents and instruments, that may be necessary to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement continue such appointment in full force and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers effect as aforesaid. The Company further hereby irrevocably consents and submits agrees to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (i) of any and all legal process, summons, notices and documents that may be served in any actionsuit, suit action or proceeding brought against the Company Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Subsidiary Guarantor, as the case may beAuthorized Agent shall fail to accept or acknowledge such service), with respect a copy mailed to the Company by registered or certified air mail, postage prepaid, to its obligations, liabilities address provided in Section 17(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any other matter arising out of judgment or award rendered in connection with this Agreement and any action or proceeding based thereon. If, for any reason, the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized Authorized Agent named above or its successor shall no longer serve as agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company to receive service of process, notice or such Subsidiary Guarantorpapers, as the case may be. Each of the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, to serve as Authorized Agent hereunder and will promptly advise the Subsidiary Guarantors represents Depositary thereof. In the event the Company fails to each Initial Purchaser that it has notified CT Corporation of continue such designation and appointment in full force and that CT Corporation has accepted the sameeffect as aforesaid, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, hereby waives personal service of process upon CT Corporation (or its successors as agent for it and consents that any such service of process) and written notice of said service process may be made by certified or registered mail, return receipt requested, directed to the Company or such Subsidiary Guarantorat its address last specified for notices hereunder, as the case may be, pursuant to Section 12(b) of this Agreement, and service so made shall be deemed in every respect effective service of process upon completed five (5) days after the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder same shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thishave been so mailed.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company irrevocably consents and agrees for the benefit of the holders of the Securities and the Subsidiary GuarantorsUnderwriters that any legal action, by suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the execution and delivery of this Agreement, irrevocably agree that service of process Securities may be made upon CT Corporation Services brought in the courts of the State of New York or the courts of the United States of America located in the County of New York and any appellate court from any thereof and, until all amounts due and to become due in respect of all the Securities have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. ("CT Corporation"b) The Company hereby irrevocably designates, appoints and empowers Mitsubishi UFJ Financial Group, Inc., Attention: [General Manager] (the “Authorized Agent”), with offices currently at [0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, ] as its designee, appointee and authorized agent to receive receive, accept and acknowledge for and on its behalf behalf, and its properties, assets and revenues, service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against it in any such United States or state court located in the Company or such Subsidiary Guarantor, as the case may be, County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, the Securities or any additional agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood and agreed that the designation designation, appointment and appointment empowerment of CT Corporation the Authorized Agent as such authorized agent shall become effective immediately upon the execution of this Agreement without any further action on the part of the Company or such Subsidiary Guarantor, as the case may beany other person or entity. Each of the The Company and the Subsidiary Guarantors represents to each Initial Purchaser Underwriter that it has notified CT Corporation the Authorized Agent of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through empowerment and that the date that is eight years from Authorized Agent has accepted the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantor, as the case may be, pursuant to Section 12(b) of this Agreement, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceedingsame. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of thisthis Section 16 satisfactory to the Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 16 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to it, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the Securities brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 16 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company irrevocably consents and agrees for the benefit of the holders of the Securities and the Subsidiary GuarantorsUnderwriters that any legal action, by suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the execution and delivery of this Agreement, irrevocably agree that service of process Securities may be made upon CT Corporation Services brought in the courts of the State of New York or the courts of the United States of America located in the County of New York and any appellate court from any thereof and, until all amounts due and to become due in respect of all the Securities have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. ("CT Corporation"b) The Company hereby irrevocably designates, appoints and empowers Mitsubishi UFJ Financial Group, Inc., Attention: General Manager (the “Authorized Agent”), with offices currently at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive receive, accept and acknowledge for and on its behalf behalf, and its properties, assets and revenues, service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against it in any such United States or state court located in the Company or such Subsidiary Guarantor, as the case may be, County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, the Securities or any additional agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood and agreed that the designation designation, appointment and appointment empowerment of CT Corporation the Authorized Agent as such authorized agent shall become effective immediately upon the execution of this Agreement without any further action on the part of the Company or such Subsidiary Guarantor, as the case may beany other person or entity. Each of the The Company and the Subsidiary Guarantors represents to each Initial Purchaser Underwriter that it has notified CT Corporation the Authorized Agent of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through empowerment and that the date that is eight years from Authorized Agent has accepted the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantor, as the case may be, pursuant to Section 12(b) of this Agreement, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceedingsame. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of thisthis Section 16 satisfactory to the

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company Issuer irrevocably consents and agrees, for the Subsidiary Guarantorsbenefit of the Calculation Agent that any legal action, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company it with respect to its obligations, liabilities or the Subsidiary Guarantors instituted by any Holder entitled to indemnification other matter arising out of or contribution under Sections 6 or 7 hereunder, based on or arising under in connection with this Agreement and the transactions contemplated hereby or any additional agreement may be brought in any federal or state court in the State Borough of Manhattan, The City of New YorkYork and, County until all amounts due and to become due in respect of New Yorkall the Notes have been paid, and each of the Companyor until any such legal action, the Subsidiary Guarantors and the Initial Purchasers suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and submits to the non-exclusive jurisdiction of any each such court in personam, generally and unconditionally with respect to the courts any action, suit or proceeding arising out of its own corporate domicile or in connection with this Agreement or any additional agreement for itself and in respect of actions brought against it as a defendant generally its properties, assets and unconditionally in respect of any such suit or proceedingrevenues. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, The Issuer hereby irrevocably designates, appoints and empowers CT CorporationCorporation System, with offices at 0000 Xxxxxxxx, 00xx Xxxxxwhose address in New York City is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive receive, accept and acknowledge for and on its behalf behalf, and its properties, assets and revenues, service (i) of any and all legal process, summons, notices and documents that may be served in any such action, suit or proceeding brought against the Company in any United States or such Subsidiary Guarantor, as the case may beState court, with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any additional agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantor, as the case may be, pursuant to Section 12(b) of this Agreement, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors Issuer agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisthis Section 14 satisfactory to the Calculation Agent. The Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mail, first class, postage prepaid, to it at its address specified in or designated pursuant to this Agreement. The Issuer agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Calculation Agent to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or bring actions, suits or proceedings against the Issuer in any jurisdiction, and in any manner, as may be permitted by applicable law. The Issuer hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any federal or state court in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantorsirrevocably agrees that any legal suit, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit action or proceeding against the Company brought by the Depositary or the Subsidiary Guarantors instituted by any Holder entitled to indemnification Holder, arising out of or contribution under Sections 6 based upon this Deposit Agreement or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby hereby, may be instituted in any state or federal or state court in the State of New York, County of New York, and each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the Subsidiary Guarantors and transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York or in a federal court located in the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction Kingdom of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Spain. The Company and the Subsidiary Guarantors furtherhas appointed CT Corporation System, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (ithe "Authorized Agent") of any and all legal process, summons, notices and documents that upon which process may be served in any such action arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Depositary or any Holder in any competent court in The Kingdom of Spain. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding brought against for the Company giving of any relief or such Subsidiary Guarantorfor the enforcement of any judgment, as the case in any jurisdiction in which proceedings may beat any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement and the transactions contemplated hereby and (ii) that may be made on such designeeShares or Deposited Securities, appointee and authorized agent in accordance with legal procedures prescribed for such courtsthe ADSs, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company ADRs or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of , the Company and the Subsidiary Guarantors further agrees thatCompany, to the fullest extent permitted by law, service of process upon CT Corporation (hereby irrevocably and unconditionally waives, and agrees not to plead or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantorclaim, as the case may be, pursuant to Section 12(b) of this Agreement, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason immunity and consents to such designee, appointee relief and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisenforcement.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary GuarantorsCompany, by the its execution and delivery of this Agreement, irrevocably agree agrees that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), Torys LLP in the County, City and State of New York, United States of America, America in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by the Underwriters, any Holder entitled to indemnification indemnified party or contribution under Sections 6 by any person, if any, controlling the Underwriters within the meaning of Section 15 of the Securities Act or 7 hereunder, Section 20 of the Exchange Act based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the nonexclusive jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant personam generally and unconditionally in respect of any such suit or proceeding. (b) Each of the . The Company and the Subsidiary Guarantors further, by the its execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Torys LLP as its designee, appointee and authorized agent to receive for and on its behalf service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation Torys LLP as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, proper service of process upon CT Corporation (or Torys LLP at its successors as agent for service of process) office set forth in Section 11 and written notice of said service to the Company or such Subsidiary Guarantor, as the case may be, pursuant to this Section 12(b) of this Agreement10, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisthis Section 10 reasonably satisfactory to the Underwriters. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 10 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the federal courts located in The City of New York, New York or the courts of the State of New York located in The City of New York, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The obligation of the Company in respect of any sum due to the Underwriters shall, not withstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Underwriters hereunder, such Underwriters agree to pay to the Company an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to the Underwriters hereunder. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, International Underwriters irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (i) agrees, for the benefit of the International Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each a “New York Court”), (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such legal suit, action or proceeding and all agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the International Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents that in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX USA Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, U.S.A., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter action arising out of or in connection with based on this Agreement and or the transactions contemplated hereby and (ii) that which may be made on instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such designee, appointee and authorized agent court in accordance with legal procedures prescribed for respect of any such courtsaction, and it being understood waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the designation and appointment of CT Corporation its Authorized Agent has agreed to act as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of said such service mailed or delivered to the Company or such Subsidiary Guarantor, as at the case may be, pursuant to address of the Company provided in Section 12(b) of this Agreement, 11 hereof shall be deemed in every respect respect, effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisCompany.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each Each of the Company, the Subsidiary Guarantors BSPC, the Securities Trustee, the Securities Sub-trustee and the Initial Purchasers International Underwriters irrevocably (i) agrees, for the benefit of the International Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each a “New York Court”), (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and agrees not to plead or claim in any such proceeding that any such action or proceeding has been brought in an inconvenient forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the International Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Company, the BSPC, the Securities Trustee or the Securities Sub-trustee, or bring actions, suits or proceedings against any of the Company, the BSPC, the Securities Trustee or the Securities Sub-trustee in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed Toyota Motor Sales, U.S.A., Inc. as its authorized agent (the “Company Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit action, and waives any other requirements of or proceeding. (b) Each of the Company and the Subsidiary Guarantors furtherobjections to personal jurisdiction with respect thereto. The BSPC has appointed CT Corporation System, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices located at 0000 Xxxxxxxx, 00xx Xxxxx000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (ithe “BSPC Authorized Agent”) of any and all legal process, summons, notices and documents that upon whom process may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter action arising out of or in connection with based on this Agreement and or the transactions contemplated hereby and (ii) that which may be made on instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such designeecourt in respect of any such action, appointee and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Securities Trustee has appointed CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Securities Trustee Authorized Agent”) upon whom process may be served in accordance with legal procedures prescribed for any such courtsaction arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and it being understood that the designation and appointment waives any other requirements of or objections to personal jurisdiction with respect thereto. The Securities Sub-trustee has appointed CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as such its authorized agent shall become effective immediately without (the “Securities Sub-trustee Authorized Agent” and, together with the Company Authorized Agent, the BSPC Authorized Agent and the Securities Trustee Authorized Agent, the “Authorized Agents”) upon whom process may be served in any further such action arising out of or based on this Agreement or the part transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The appointment by each of the Company or such Subsidiary GuarantorCompany, as the case may beBSPC, the Securities Trustee and the Securities Sub-trustee of its respective Authorized Agent shall be irrevocable. Each of the Company Company, the BSPC, the Securities Trustee and the Subsidiary Guarantors Securities Sub-trustee represents and warrants that its respective Authorized Agent has agreed to each Initial Purchaser that it has notified CT Corporation of act as such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent of each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee, and written notice of said such service mailed or delivered to the Company each of the Company, the BSPC, the Securities Trustee or such Subsidiary Guarantorthe Securities Sub-trustee, as the case may berespectively, pursuant to at its respective address provided in Section 12(b) of this Agreement, 11 hereof shall be deemed in every respect respect, effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company Company, the BSPC, the Securities Trustee and the Subsidiary Guarantors agrees to designate a new designeeSecurities Sub-trustee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisrespectively.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors furtherUnderwriters irrevocably (i) agrees, for the benefit of the Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York (each a “New York Court”), (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the execution laying of venue of any such legal suit, action or proceeding and delivery agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this AgreementAgreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX Corporation USA, irrevocably designates000 Xxxx Xxxxxx, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx00 Xxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its designee, appointee and authorized agent to receive for and on its behalf service (ithe “Authorized Agent”) of any and all legal process, summons, notices and documents that upon whom process may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter action arising out of or in connection with based on this Agreement and or the transactions contemplated hereby and (ii) that which may be made on instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such designee, appointee and authorized agent court in accordance with legal procedures prescribed for respect of any such courtsaction, and it being understood waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the designation and appointment of CT Corporation its Authorized Agent has agreed to act as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of said such service mailed or delivered to the Company or such Subsidiary Guarantor, as at the case may be, pursuant to address of the Company provided in Section 12(b) of this Agreement, 11 hereof shall be deemed in every respect respect, effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisCompany.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantorsirrevocably agrees that any legal suit, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit action or proceeding against the Company brought by the Depositary or any Holder or Beneficial Owner, arising out of or relating to the Shares, the Deposited Securities, the ADSs, the ADRs, or the Subsidiary Guarantors instituted by any Holder entitled to indemnification Deposit Agreement or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby thereby, may be instituted in any state or federal or state court in the State of New York, County of New York, and each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon the Subsidiary Guarantors and Deposit Agreement or the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such transactions contemplated thereby, may only be instituted in a state or federal court and to the courts of in New York, New York. The Company has appointed CT Corporation System, presently having its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx20 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (ithe “Authorized Agent”) of any and all legal process, summons, notices and documents that upon which process may be served in any action, suit or proceeding brought against (including, but not limited to, any arbitration proceeding as contemplated by Section 20 of the Company or such Subsidiary Guarantor, as the case may be, with respect to its obligations, liabilities or any other matter Deposit Agreement) arising out of or in connection with this relating to the Shares, the Deposited Securities, the ADSs, the ADRs, or the Deposit Agreement and or the transactions contemplated hereby and (ii) that thereby which may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courtsinstituted by the Depositary or any Holder or Beneficial Owner, and it being understood waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the designation and appointment of CT Corporation Authorized Agent has agreed to act as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as said agent for service of process) , and written notice of said service to the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid for so long as any ADSs or such Subsidiary Guarantor, as ADRs remain outstanding or the case may be, pursuant to Section 12(bDeposit Agreement remains in force. The Company further hereby (i) agrees that service of this Agreement, process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such action, suit or proceeding. If proceeding and (ii) irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason such designee, appointee and agent hereunder shall cease prove to be available ineffective or such Authorized Agent shall fail to act accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section of the Deposit Agreement. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as such, each agent of the Company and to receive service of process in New York, the Subsidiary Guarantors agrees to designate Company shall promptly appoint a new designee, appointee and agent successor that is a legal entity with offices in The City of New York, New York York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under the Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on the terms Deposit Agreement may be instituted by the Depositary in any competent court in Russia and/or the United States. By holding an ADS or an interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the ADSs, the ADRs, or the Deposit Agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the purposes giving of thisany relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other matter under or arising out of, or in connection with, the Shares or Deposited Securities, the ADSs, the ADRs or the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs, THE ADRs, THE DEPOSIT AGREEMENT, AND ANY TRANSACTIONS CONTEMPLATED THEREIN, OR THE BREACH THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).”

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company Issuer and the Subsidiary Guarantors, Parent by the execution and delivery of this AgreementFirst Supplemental Indenture, irrevocably agree that service of process may be made upon CT Corporation Law Debenture Corporate Services Inc. ("CT Corporation"“Law Debenture”), with offices at 0000 Xxxxxxxx00 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company Issuer or the Subsidiary Guarantors Parent instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunderthe Trustee, based on or arising under this Agreement First Supplemental Indenture and the transactions contemplated hereby in any federal or state court in the State Borough of New York, County Manhattan in the City of New York, and each of the Company, the Subsidiary Guarantors Issuer and the Initial Purchasers Parent and the Trustee hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company The Issuer and the Subsidiary Guarantors Parent further, by the execution and delivery of this AgreementFirst Supplemental Indenture, irrevocably designatesdesignate, appoints appoint and empowers CT Corporationempower Law Debenture, with offices at 0000 Xxxxxxxx00 Xxxxxxx Xxxxxx, 00xx XxxxxXxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company Issuer or such Subsidiary Guarantor, as the case may be, Parent with respect to its their obligations, liabilities or any other matter arising out of or in connection with this Agreement First Supplemental Indenture and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation Law Debenture as such authorized agent shall become effective immediately without any further action on the part of the Company Issuer or such Subsidiary Guarantor, as the case may beParent. Each of the Company The Issuer and the Subsidiary Guarantors represents Parent represent to each Initial Purchaser the Trustee that it has they have notified CT Corporation Law Debenture of such designation and appointment and that CT Corporation Law Debenture has accepted the same, and that CT Corporation Law Debenture has been paid its full fee for such designation, appointment and related services through the date that is eight years one year from the date of this AgreementFirst Supplemental Indenture. Each of the Company The Issuer and the Subsidiary Guarantors Parent further agrees agree that, to the extent permitted by law, service of process upon CT Corporation Law Debenture (or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantor, as Issuer and the case may be, Parent pursuant to Section 12(b) 11.01 of this Agreementthe Indenture, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor Issuer and the Parent in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company Issuer and the Subsidiary Guarantors agrees Parent agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of thisthis Section 2.5 reasonably satisfactory to the Trustee. The Issuer and the Parent further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Issuer or the Parent by serving a copy thereof upon the relevant agent for service of process referred to in this Section 2.5 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Issuer and the Parent at their addresses specified in or designated pursuant to the Indenture. The Issuer and the Parent agree that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law. The Issuer and the Parent hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in federal or state court in the State of New York, County of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantorsirrevocably agrees that any legal suit, by the execution and delivery of this Agreement, irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit action or proceeding against the Company brought by the Depositary or the Subsidiary Guarantors instituted by any Holder entitled to indemnification Holder, arising out of or contribution under Sections 6 based upon this Deposit Agreement or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby hereby, may be instituted in any state or federal or state court in the State of New York, County of New York, and each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the Subsidiary Guarantors transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. By holding or owning an ADR or ADS or an interest therein, Holders and beneficial owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving Holders or beneficial owners of ADSs brought by the Initial Purchasers Company or the Depositary, arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably consents waives any objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such court suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders and beneficial owners of ADSs each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or beneficial owners of ADSs, arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may be only instituted in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the foregoing or anything in this Deposit Agreement to the courts of its own corporate domicile in respect of actions brought contrary, any suit, action or proceeding against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and based on this Deposit Agreement, the Subsidiary Guarantors furtherADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by the execution and delivery of this AgreementDepositary in any competent court in France. The Company has appointed BNP Paribas, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and waives any other requirements of or objections to receive personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and on its behalf the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to the service (i) of any and all legal process, summons, notices and documents that may be served in any actionsuit, suit action or proceeding brought against the Company Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Subsidiary Guarantor, as the case may beAuthorized Agent shall fail to accept or acknowledge such service), with respect a copy mailed to the Company by registered or certified air mail, postage prepaid, to its obligations, liabilities address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any other matter arising out of judgment rendered in any action or in connection with this Agreement and proceeding based thereon. If, for any reason, the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized Authorized Agent named above or its successor shall no longer serve as agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantorto receive service of process in New York, as the case may be. Each of the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Subsidiary Guarantors represents Depositary thereof. In the event the Company fails to each Initial Purchaser that it has notified CT Corporation of continue such designation and appointment in full force and that CT Corporation has accepted the sameeffect, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, hereby waives personal service of process upon CT Corporation (or its successors as agent for it and consents that any such service of process) and written notice of said service process may be made by certified or registered mail, return receipt requested, directed to the Company or such Subsidiary Guarantorat its address last specified for notices hereunder, as the case may be, pursuant to Section 12(b) of this Agreement, and service so made shall be deemed in every respect effective service of process upon completed five (5) days after the Company or such Subsidiary Guarantor same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent competent court in The City of New York, New York on the terms and for the purposes of thisFrance.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and the Subsidiary Guarantors, by the execution and delivery of this Agreement, Republic irrevocably agree that service of process may be made upon CT Corporation Services ("CT Corporation"), with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such federal court and in the Southern District of New York, any state court in the Borough of Manhattan, The City of New York, or any competent court in the Republic (the "Specified Courts") over any suit, action or proceeding against it or its properties, assets or revenues with respect to this Agreement (a "Related Proceeding"). The Republic waives, to the fullest extent permitted under applicable law, any objection to Related Proceedings in such courts whether on the grounds of its own corporate venue, residence or domicile or on the ground that the Related Proceedings have been brought in respect of actions brought against it as an inconvenient forum. The Republic agrees that a defendant generally and unconditionally final non-appealable judgment in respect of any such Related Proceedings (the "Related Judgment") shall be conclusive and binding upon it and may be enforced in any Specified Court or in any other courts in the jurisdiction of which the Republic is or may be subject (the "Other Courts") by a suit or proceedingupon such judgment. (b) Each To the extent that the Republic or any of its revenues, assets or properties shall be entitled, in any jurisdiction in which any Specified Court is located, in which any Related Proceeding may at any time be brought against it or any of its revenues, assets or properties, or in any jurisdiction in which any Specified Court or Other Court is located in which any suit, action or proceeding may at any time be brought solely for the purpose of enforcing or executing any Related Judgment, to any immunity from suit, from the jurisdiction of any such court, from suit, set-off, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in such jurisdiction there shall be attributed such an immunity, the Republic irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction, provided that such agreement and waiver, insofar as it relates to any jurisdiction other than a jurisdiction in which a Specified Court is located, is given solely for the purpose of enabling the Settlement Agents to enforce or execute a Related Judgment. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose of this Agreement and under no circumstances shall it be interpreted as a general waiver of the Company Republic or a waiver with respect to proceedings unrelated to this Agreement. The Republic does not waive such immunity in respect of its (i) properties and assets which are used by a diplomatic or consular mission of the Subsidiary Guarantors furtherRepublic (except as may be necessary to effect service or process), by (ii) property and assets of military character and under the execution control of military authority or defense agency or (iii) property located in the Republic and delivery dedicated to a public or governmental use (as distinguished from patrimonial property or property dedicated to a commercial use). In addition, the Republic has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws. (c) The Republic has appointed the Philippine Consul General in New York, New York, as its authorized agent (the "Authorized Agent") at 556 Fifth Avenue, New York, New York 10036, upon whom process may be serxxx xx xxx xxxxxx xxxxxxx xxx xx xx xxxxx on this Agreement, irrevocably designates, appoints which may be instituted in any Specified Courts by any Dealer Manager. Such appointment will be irrevocable unless and empowers CT Corporation, with offices until all amounts in respect of the New Global Bonds have been paid by the Republic to the Fiscal Agent or unless and until the Republic shall have appointed a successor as authorized agent and such successor shall have accepted such appointment. The Republic agrees that it will at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and all times maintain an authorized agent to receive for such service, as provided above. The failure of the Authorized Agent to give the Republic notice of the service of process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. The Republic will take any and on its behalf service (i) all action, including the filing of any and all legal processdocuments and instruments, summons, notices and documents that which may be served necessary to continue such appointment or appointments in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor, full force and effect as the case may be, with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may beaforesaid. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service Service of process upon CT Corporation (the Authorized Agent at the address indicated in this Section 13, or its successors as agent for service at such other address in the Borough of process) and written notice Manhattan, The City of said service to the Company or such Subsidiary GuarantorNew York, as may be the case may be, pursuant to Section 12(b) office of this Agreementthe Authorized Agent at the time of such service, shall be deemed in every respect respect, effective service of process upon the Company Republic. Upon receipt of such service of process, the Authorized Agent shall advise the Republic promptly by facsimile of its receipt thereof, but the failure to so advise shall have no effect on the validity or such Subsidiary Guarantor time in less of any such suit or proceedingservice. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent The Philippine Consul General in The City of New York, New York York, however, is not the agent for service of process for actions arising out of or based on the terms United states federal or state securities laws, and for the purposes Republic's waiver of thisimmunity does not extend to such actions. Because the Republic has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against the Republic based on such laws if a court were to determine that the Republic is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. (d) In view of such waiver of immunity, the Republic would be subject to suit in competent courts in the Republic. Judgments obtained against the Republic in any foreign court in respect of any sum payable by it under this Agreement would be recognized and enforced by the courts of the Republic in an action brought to enforce such judgment without re-examination of the issues in dispute so long as (i) such judgment was not obtained by collusion or fraud, (ii) the foreign court rendering such judgment had jurisdiction over the case, (iii) the Republic had proper notice of the proceedings before the foreign court and (iv) such judgment was not based upon a clear mistake of law or fact.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company Each of the parties irrevocably consents and agrees for the benefit of the holders of the Notes and the Subsidiary GuarantorsAgents that any legal action, by the execution and delivery suit or proceeding against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, irrevocably agree that service of process the Indenture, the Guarantees or the Notes may be made upon brought in the courts of the State of New York or the courts of the United States of America located in the County of New York and, until all amounts due and to become due in respect of all the Notes have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the non-exclusive jurisdiction of each such court in person and, generally and unconditionally with respect to any action, suit or proceeding for themselves and in respect of their properties, assets and revenues. The Company hereby irrevocably designates, appoints and empowers CT Corporation Services ("CT Corporation"), System with offices currently at 0000 Xxxxxxxx000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and authorized agent to receive receive, accept and acknowledge for and on its behalf behalf, and its properties, assets and revenues, service (i) of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the Company or such Subsidiary Guarantor, as the case may be, County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any additional agreement and the transactions contemplated hereby and (ii) that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as agent for service of process) and written notice of said service to the Company or such Subsidiary Guarantor, as the case may be, pursuant to Section 12(b) of this Agreement, shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and the Subsidiary Guarantors agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of thisthis Section 14 satisfactory to the Agents. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Notes or the Agents to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Indenture, the Guarantees or the Notes brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 14 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) The Company and irrevocably agrees that any legal suit, action or proceeding against the Subsidiary Guarantors, Company brought by the execution and delivery Depositary or any Holder, arising out of or relating to the Shares, the Deposited Securities, the ADSs, the ADRs, or this AgreementDeposit Agreement or the transactions contemplated hereby, irrevocably agree that service of process may be made instituted in any state or federal court in New York, New York, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. The Company has appointed CT Corporation Services ("CT Corporation")System, with presently having its offices at 0000 Xxxxxxxx100 Xxxxxx Xxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or its successors as agent for service of process), in the County, City and State of New York, United States of America, in any suit or proceeding against the Company or the Subsidiary Guarantors instituted by any Holder entitled to indemnification or contribution under Sections 6 or 7 hereunder, based on or arising under this Agreement and the transactions contemplated hereby in any federal or state court in the State of New York, County of New York, and each of the Company, the Subsidiary Guarantors and the Initial Purchasers hereby irrevocably consents and submits to the jurisdiction of any such court and to the courts of its own corporate domicile in respect of actions brought against it as a defendant generally and unconditionally in respect of any such suit or proceeding. (b) Each of the Company and the Subsidiary Guarantors further, by the execution and delivery of this Agreement, irrevocably designates, appoints and empowers CT Corporation, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, as its designee, appointee and authorized agent to receive for and on its behalf service (ithe “Authorized Agent”) of any and all legal process, summons, notices and documents that upon which process may be served in any action, suit or proceeding brought against the Company or such Subsidiary Guarantor(including, but not limited to, any arbitration proceeding as the case may be, with respect to its obligations, liabilities or any other matter contemplated by Section 20 of this Deposit Agreement) arising out of or in connection with relating to the Shares, the Deposited Securities, the ADSs, the ADRs, or this Deposit Agreement and or the transactions contemplated hereby and (ii) that which may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courtsinstituted by the Depositary or any Holder, and it being understood waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the designation and appointment of CT Corporation Authorized Agent has agreed to act as such authorized agent shall become effective immediately without any further action on the part of the Company or such Subsidiary Guarantor, as the case may be. Each of the Company and the Subsidiary Guarantors represents to each Initial Purchaser that it has notified CT Corporation of such designation and appointment and that CT Corporation has accepted the same, and that CT Corporation has been paid its full fee for such designation, appointment and related services through the date that is eight years from the date of this Agreement. Each of the Company and the Subsidiary Guarantors further agrees that, to the extent permitted by law, service of process upon CT Corporation (or its successors as said agent for service of process) , and written notice of said service to the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid for so long as any ADSs or such Subsidiary Guarantor, as ADRs remain outstanding or this Deposit Agreement remains in force. The Company further hereby (i) agrees that service of process upon the case may be, pursuant to Section 12(b) of this Agreement, Authorized Agent shall be deemed in every respect effective service of process upon the Company or such Subsidiary Guarantor in any such action, suit or proceeding. If proceeding and (ii) irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason such designee, appointee and agent hereunder shall cease prove to be available ineffective or such Authorized Agent shall fail to act accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as such, each agent of the Company and to receive service of process in New York, the Subsidiary Guarantors agrees to designate Company shall promptly appoint a new designee, appointee and agent successor that is a legal entity with offices in The City of New York, New York York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary in any competent court in the Russian Federation and/or the United States. By holding an ADS or an interest therein, Holders and owners of interests in ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the terms and grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the purposes giving of thisany relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other matter under or arising out of or in connection with the Shares or Deposited Securities, the ADSs, the ADRs or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).