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

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 500 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters Xx.Xxxxxx Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this AgreementAgreement or the transactions contemplated hereby. Each of the Xx. (b) The Bank hereby Xxxxxx Parties and the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person serving the same to the address provided in Section 16, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Xx.Xxxxxx Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the Notes remain outstanding. The obligation of any of the aforesaid courts Xx.Xxxxxx Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Xx.Xxxxxx Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branchthe Company, with offices currently at 000 0000 Xxxxx Xxxxxx Xxxxxx, Xxx XxxxXxxxx 000, Xxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank at its address specified in or designated pursuant to this Agreement). The Bank Guarantor 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Guarantor or bring actions, suits or proceedings against the Bank Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the SecuritiesIssuer, the Underwriters Interstar and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Trust Manager hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the United States Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the Issuer, Interstar and the Trust Manager irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person servicing the same, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligationsproceeding. Each of the Issuer, liabilities or any other matter arising out of or in connection with this Agreement Interstar and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Trust Manager further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out of any of the aforesaid courts 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 13 (whether or not the appointment of such agent shall in full force and effect for so long as the Offered Notes are outstanding. (b) The obligation of the Issuer, Interstar and the Trust Manager in respect of any reason prove sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mail, first class, postage prepaid, other currency on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Issuer, Interstar and hereby further irrevocably the Trust Manager agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of the State Supreme Court of New York, New York County or the courts of the United States located in The City District Court for the Southern District of New York and any appellate court from either thereof and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive 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 arising out of or in connection with this Agreementrevenues. (b) The Bank hereby Company has irrevocably designatesdesignated, appoints appointed, and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerempowered CT Corporation System, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourt. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 13 1501 satisfactory to the UnderwritersTrustee. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 1501 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank 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 Holders of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the Supreme Court of New York, New York County or the United States federal courts located in The City District Court for the Southern District of New York or the courts of the State of New York and any appellate court from either thereof 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. . If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the holder of any Security from U.S. dollars into another currency, the Company has agreed, and each holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The City of New York on the Business Day preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to the holder of a Security shall, notwithstanding any judgment in a currency (cthe "judgment currency") The provisions other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of this Section 13 such security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of U.S. dollars so purchased is less than the sum originally due to the holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company such excess, provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Security, in whole or which case such excess may be applied to such obligations of the Company under such Security in partaccordance with the terms thereof.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchthe [ ], with offices currently at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager[ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank at its address specified in or designated pursuant to this Agreement). The Bank 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time Macquarie Parties and the Issuer Trustee and each of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Agreement or the transactions contemplated hereby. Each of the Macquarie Parties irrevocably appoints Macquarie Bank hereby Limited Representative Office, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerto act as authorized agents for the Macquarie Parties and the Issuer Trustee, as its designeerespectively, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Macquarie Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the US$ Notes remain outstanding. The obligation of any of the aforesaid courts Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Macquarie Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Each of the Company and the Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branchthe [ ], with offices currently at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager[ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company or the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee Each of the Company and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 ). Each of the Bank at its address specified in or designated pursuant to this Agreement. The Bank Company and the Guarantor 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or the Guarantor or bring actions, suits or proceedings against the Bank Company or the Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Each of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branch[ ], with offices currently at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager[ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank at its address specified in or designated pursuant to this Agreement). The Bank 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters Macquarie Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. Agreement or the transactions contemplated hereby. Each of the Macquarie Parties irrevocably appoints Macquarie Equities (bUSA) The Bank hereby irrevocably designatesInc., appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerand the Issuer Trustee irrevocably appoints CT Corporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, to act as its designeeauthorized agents for the Macquarie Parties and the Issuer Trustee, appointee and agent to receiverespectively, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Macquarie Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the Class A Notes remain outstanding. The obligation of any of the aforesaid courts Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Macquarie Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Each of the Company and the Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branch[ ], with offices currently at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager[ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company or the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee Each of the Company and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 ). Each of the Bank at its address specified in or designated pursuant to this Agreement. The Bank Company and the Guarantor 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or the Guarantor or bring actions, suits or proceedings against the Bank Company or the Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Each of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with the Notes, this Agreement or any Terms Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City 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 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 arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchBrian Doran, with offices currently at 000 Xxxxx XxxxxxBanco Popular North America, Xxx XxxxLxxxx Xxxxxxon, Xxx Xxxx 00000120 Broadway, Attention: Branch Manager15th floor, New York, New York 10271, as its designee, appointee and agent to receivexxxxxxxxx xxx xxxxx xx xxxxxxx, accept and acknowledge xxxxxx xxx xxxxxxxedge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Terms Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and designated agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 16 reasonably satisfactory to the UnderwritersAgents. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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 mail, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this Agreement. The Bank 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 SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with the Notes, this Agreement, any Terms Agreement or the Guarantees may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and, until all amounts due and to become due in respect of all the Notes or the Guarantees have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and 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 arising out of or in connection with this Agreementrevenues. (b) The Bank Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branchBrian Doran, with offices currently at 000 Xxxxx XxxxxxBanco Popular North America, Xxx XxxxLxxxx Xxxxxxon, Xxx Xxxx 00000120 Broadway, Attention: Branch Manager15th floor, New York, New York 10271, as its designee, appointee and agent to receivexxxxxxxxx xxx xxxxx xx xxxxxxx, accept and acknowledge xxxxxx xxx xxxxxxxedge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement, any Terms Agreement or the Guarantees and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and designated agent hereunder shall cease to be available to act as such, the Bank Guarantor agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 16 reasonably satisfactory to the UnderwritersAgents. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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 mail, first class, postage prepaid, to the Bank Guarantor at its address specified in or designated pursuant to this Agreement. The Bank Guarantor 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 SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Guarantor or bring actions, suits or proceedings against the Bank Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Guarantees brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branchSenior Vice President & Chief Operating Officer, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit [Each of the holders from time to time of the Securities, the Underwriters Macquarie Parties] and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. Agreement or the transactions contemplated hereby. [Each of the Macquarie Parties] irrevocably appoints ]Macquarie Equities (bUSA) The Bank hereby irrevocably designatesInc., appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf], and its propertiesthe Issuer Trustee irrevocably appoints [CT Corporation, assets 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000], to act as authorized agents for the [Macquarie Parties] and revenuesthe Issuer Trustee, service respectively, in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section [19], shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the [Macquarie Parties] and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the Class [__] Notes remain outstanding. The obligation of any of the aforesaid courts [Macquarie Parties] or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, [each of the State of New York Macquarie Parties] and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters AMS Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the AMS Parties and the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person serving the same to the address provided in Section 16, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the AMS Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the Class A Bonds remain outstanding. The obligation of any of the aforesaid courts AMS Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York AMS Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Westpac irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters Notes and the other persons referred to in Section 12 hereof Purchaser that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement. (b) The Bank Westpac hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Westpac agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 16 satisfactory to the UnderwritersPurchaser. The Bank Westpac further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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 mail, first class, postage prepaid, to the Bank Westpac at its address specified in or designated pursuant to this Agreement. The Bank Westpac 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 Securities, the Underwriters Notes and the other persons referred to in Section 12 hereof Purchaser to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Westpac or bring actions, suits or proceedings against the Bank Westpac in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank Westpac hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of United States District Court for the State Southern District of New York or in the courts of the United States located in The City Supreme Court of New York in New York County, and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive jurisdiction of each such court and any appellate court of either of them in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers CT Corporation System, acting through its New York branch, with offices office at 000 Xxxxx 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its the Company's designee, appointee and agent (the "Authorized Agent") to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company pursuant to paragraph (a) of this Section. Such appointment shall be irrevocable until all amounts in respect of the principal of and any United States or State court with respect premium and interest due and to its obligations, liabilities or any other matter arising out of become due on or in connection respect of all the Securities issued under this Indenture have been paid by the Company to the Trustee pursuant to the terms hereof and of the Securities. Notwithstanding the foregoing, the Company reserves the right to appoint another Person and located or with this Agreement an office in the Borough of Manhattan, The City of New York, as a successor Authorized Agent, and which may be made on upon acceptance of such designee, appointee appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The Company shall give notice to the Trustee and agent in accordance with legal procedures prescribed for such courtsall Holders of the appointment by it of a successor Authorized Agent. If for any reason such designee, appointee and agent hereunder shall cease CT Corporation System ceases to be available able to act as suchthe Authorized Agent or to have an address in the Borough of Manhattan, the Bank agrees to designate a new designee, appointee and agent in The City of New York on York, the terms and for Company will appoint a successor Authorized Agent in accordance with the purposes of this Section 13 satisfactory to the Underwriterstwo preceding sentences. The Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until this Indenture has been satisfied and discharged in accordance with Article IV hereof. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 14.01 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank 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 Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the United States federal courts located in The City District Court for the Southern District of New York or in the courts of the State Supreme Court of New York in New York County, 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the parties hereto irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Guarantees or the Securities may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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. (b) The Bank hereby irrevocably designatesIndenture the Guarantees, appoints and empowers its or the Securities brought in the courts of the State of New York branchor the courts of the United States located in the Borough of Manhattan, with offices at 000 Xxxxx XxxxxxNew York City, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee New York and agent hereby further irrevocably and unconditionally waives and agrees not to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of plead or claim in any and all legal process, summons, notices and documents which may be served in such court that any such action, suit or proceeding brought in any United States such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or State domicile. To the extent that the Issuer or the Guarantors have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its obligationsproperty, liabilities each of the Issuer and the Guarantors irrevocably waive such immunity in respect of its obligations under this Indenture, any Security or the Guarantees. Each of the parties to this Indenture agrees that final judgment in any other matter arising out of such suit, action or proceeding brought in connection with this Agreement such a court shall be conclusive and which binding on them and may be made enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. (b) The Issuer and the Company have validly and effectively appointed Corporation Service Company (the “Process Agent”), with offices on such designeethe date hereof at 1180 Avenue of the Americas, appointee and Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in accordance with legal procedures prescribed for such courtsany action, suit or proceeding referred to in this Section 12.13. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Issuer and the Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 12.13 reasonably satisfactory to the UnderwritersTrustee. The Bank Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 12.13 (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, first class, postage prepaid, to each of the Bank Issuer and the Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Issuer and 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the parties hereto irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Company Guarantee or the Securities may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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. (b) The Bank hereby irrevocably designatesIndenture the Company Guarantee, appoints and empowers its or the Securities brought in the courts of the State of New York branchor the courts of the United States located in the Borough of Manhattan, with offices at 000 Xxxxx XxxxxxNew York City, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee New York and agent hereby further irrevocably and unconditionally waives and agrees not to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of plead or claim in any and all legal process, summons, notices and documents which may be served in such court that any such action, suit or proceeding brought in any United States such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or State domicile. To the extent that the Issuer or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its obligationsproperty, liabilities each of the Issuer and the Company irrevocably waives such immunity in respect of its obligations under this Indenture, any Security or the Company Guarantee. Each of the parties to this Indenture agrees that final judgment in any other matter arising out of such suit, action or proceeding brought in connection with this Agreement such a court shall be conclusive and which binding on them and may be made enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. (b) The Issuer and the Company have validly and effectively appointed Corporation Service Company (the "Process Agent"), with offices on such designeethe date hereof at 1180 Avenue of the Americas, appointee and Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in accordance with legal procedures prescribed for such courtsany action, suit or proceeding referred to in this Section 11.13. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Issuer and the Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 11.13 reasonably satisfactory to the UnderwritersTrustee. The Bank Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 11.13 (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, first class, postage prepaid, to each of the Bank Issuer and the Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Issuer and 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over law. U.S. dollars are the Bank or bring actionssole currency of account and payment for all sums due and payable by the Issuer and the Company under this Indenture, suits or proceedings against the Bank Securities and the Company Guarantee. If, for the purpose of obtaining judgment in any jurisdictioncourt, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the Issuer and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waivesthe Company agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee determines a Person could purchase U.S. dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given. The obligation of each of the Issuer and the Company in respect of any sum due to any Securityholder or the Trustee in U.S. dollars shall, to the extent permitted by applicable law, notwithstanding any objection which it may now or hereafter have judgment in a currency other than U.S. dollars, be discharged only to the laying of venue extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Securityholder or Trustee may in accordance with normal banking procedures purchase U.S. dollars in the amount originally due to such Person with the judgment currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Person, each of the aforesaid actionsIssuer and the Company agrees, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York jointly and hereby further irrevocably severally, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such actionPerson against the resulting loss; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such Person, suit or proceeding brought in any such court has been brought in an inconvenient forumPerson shall, by accepting a Security, be deemed to have agreed to repay such excess. (c) The provisions of this Section 13 11.13 shall survive any termination of this AgreementIndenture, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branch[ ], with offices currently at 000 Xxxxx Xxxxxx[ ], Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Branch ManagerNew York [ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank at its address specified in or designated pursuant to this Agreement). The Bank Guarantor 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Guarantor or bring actions, suits or proceedings against the Bank Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof Guarantor agrees (i) that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Guarantee Agreement may be brought in the courts of any federal or state court in the State of New York or the courts of the United States located in The City York, County of New York York, and hereby (ii) to file such consents with such authorities as may be required to irrevocably consents and submits to the non-exclusive jurisdiction of each evidence 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 arising out of or in connection with this Agreementagreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Guarantor agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents Guarantee Trustee for the purpose of consenting and agrees agreeing to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Guarantor, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 8.7 (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, with a copy to the Bank at its address specified Guarantor as provided in or designated pursuant to this AgreementSection 8.3. The Bank Guarantor 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 thereonservice. Nothing herein shall in any way be deemed to limit the ability of the holders of Guarantee Trustee or the Securities, the Underwriters and the other persons referred to in Section 12 hereof Holders to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Guarantor, or bring actions, suits or proceedings against the Bank it in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Guarantee Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters AMS Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the AMS Parties and the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person serving the same to the address provided in Section 16, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the AMS Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the US$ Bonds remain outstanding. The obligation of any of the aforesaid courts AMS Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York AMS Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any civil legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Securities or any Guarantee may be brought in the courts of the State Supreme Court of New York, New York County or the courts of the United States located in The City District Court for the Southern District of New York and any appellate court from either thereof and, until amounts due and to become due in respect of the Securities or any Guarantee have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any legal action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection and agrees to file such consents with this Agreementsuch authorities as may be required to irrevocably evidence such agreement. (b) The Bank hereby Each of the Company and the Guarantor has irrevocably designatesdesignated, appoints appointed, and empowers empowered CT Corporation System, acting through its office at 1633 Broadway, New York, New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager10019, as its designee, appointee 77 and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such legal action, suit or proceeding brought against the Company or the Guarantor in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsstate court. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Company and the Guarantor agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 13 1501 satisfactory to the UnderwritersTrustee. The Bank Each of the Company and the Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such legal action, suit or proceeding against the Company or the Guarantor by serving service a copy thereof upon the relevant agent for service of process referred to in this Section 13 1501 (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, first class, postage prepaid, to each of the Bank Company or the Guarantor at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Company and the Guarantor 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 Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or the Guarantor or bring legal actions, suits or proceedings against the Bank Company or the Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Each of the Company and the Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the Supreme Court of New York, New York, County or the United States federal courts located in The City District Court for the Southern District of New York or the courts of the State of New York and any appellate court from either thereof 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 proceedings brought in any such court has been brought in an inconvenient forum. (c) To the extent that the Company or the Guarantor may in any jurisdiction claim for itself or its assets immunity (to the extent such immunity may now or hereafter exist, whether on the grounds of sovereign immunity or otherwise) from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process (whether through service or notice or otherwise), and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Company or the Guarantor irrevocably agrees with respect to any matter arising under the Indenture for the benefit of the Holders from time to time of the Securities, not to claim, and irrevocably waives, such immunity to the full extent permitted by the laws of such jurisdiction. (d) If for the purpose of obtaining a judgment or order in any court it is necessary to convert a sum due hereunder to the holder of any Security from U.S. dollars into another currency, each of the Company or the Guarantor has agreed, and each holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The provisions City of this Section 13 New York on the Business Day preceding the day on which final judgment is given. (e) The obligation of the Company or the Guarantor in respect of any sum payable by it to the holder of a Security shall, notwithstanding any judgment or order in a currency (the "judgment currency") other than U.S. dollars, to be discharged only to the extent that on the Business Day following receipt by the Holder of such security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of the U.S. dollars so purchased is less than the sum originally due to the holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), each of the Company or the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company or the Guarantor such excess, provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company or the Guarantor shall have failed to pay such Holder any obligations due and payable under the Security, in whole which case such excess may be applied to such obligations of the Company or the Guarantor under such Security in partaccordance with the terms thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Company or the Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof Guarantor agrees (i) that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Guarantee Agreement may be brought in the courts of any federal or state court in the State of New York or the courts of the United States located in The City York, County of New York York, and hereby (ii) to file such consents with such authorities as may be required to irrevocably consents and submits to the non-exclusive jurisdiction of each evidence 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 arising out of or in connection with this Agreementagreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Guarantor agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents Guarantee Trustee for the purpose of consenting and agrees agreeing to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Guarantor, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 9.01 (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, with a copy to the Bank at its address specified Guarantor as provided in or designated pursuant to this AgreementSection ____. The Bank Guarantor 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 thereonservice. Nothing herein shall in any way be deemed to limit the ability of the holders Guarantee Trustee or the Holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof Preferred Securities to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Guarantor, or bring actions, suits or proceedings against the Bank it in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Guarantee Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. 10.01. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the Company and each Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Notes and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents consent and submits submit to the non-exclusive 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 arising out of or in connection with this Agreementrevenues. (ba) The Bank hereby irrevocably designatesCompany has validly and effectively appointed C T Corporation System, appoints and empowers its New York branch(the “Process Agent”), with offices on the date hereof at 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents upon which process may be served in any such action, suit or proceeding brought referred to in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsSection 12.12(a). If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 12.12 reasonably satisfactory to the UnderwritersTrustee. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 12.12 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the United States federal courts located in The City of the State of New York or the courts of the State United States located in the Borough of Manhattan, New York City, 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. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to a Holder from U.S. dollars into another currency, the Company has agreed, and each Holder by holding such Note will be deemed to have agreed, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in New York City, New York on the day two Business Days preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to a Holder shall, notwithstanding any judgment in a currency (the “judgment currency”) other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by such Holder of any sum adjudged to be so due in the judgment currency, such Holder may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of U.S. dollars so purchased is less than the sum originally due to such Holder in the judgment currency (determined in the manner set forth in the preceding paragraph), each of the Company and the Subsidiary Guarantors agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to such Holder, such Holder agrees to remit to the Company such excess, provided that such Holder shall have no obligation to remit any such excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Note, in which case such excess may be applied to such obligations of the Company under such Note in accordance with the terms thereof. (cb) The provisions of this Section 13 12.12 shall survive any termination of this AgreementIndenture, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters Macquarie Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the Macquarie Parties and the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Macquarie Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the US$ Notes remain outstanding. The obligation of any of the aforesaid courts Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Macquarie Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the parties hereto irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Company Guarantee or the Securities may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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. (b) The Bank hereby irrevocably designatesIndenture the Company Guarantee, appoints and empowers its or the Securities brought in the courts of the State of New York branchor the courts of the United States located in the Borough of Manhattan, with offices at 000 Xxxxx XxxxxxNew York City, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee New York and agent hereby further irrevocably and unconditionally waives and agrees not to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of plead or claim in any and all legal process, summons, notices and documents which may be served in such court that any such action, suit or proceeding brought in any United States such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or State domicile. To the extent that the Issuer or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its obligationsproperty, liabilities each of the Issuer and the Company irrevocably waives such immunity in respect of its obligations under this Indenture, any Security or the Company Guarantee. Each of the parties to this Indenture agrees that final judgment in any other matter arising out of such suit, action or proceeding brought in connection with this Agreement such a court shall be conclusive and which binding on them and may be made enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. (b) The Issuer and the Company have validly and effectively appointed National Corporate Research, Ltd. (the “Process Agent”), with offices on such designeethe date hereof at 00 Xxxx 00xx Xxxxxx, appointee and 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in accordance with legal procedures prescribed for such courtsany action, suit or proceeding referred to in Section 13.13(a). If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Issuer and the Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 13.13 reasonably satisfactory to the UnderwritersTrustee. The Bank Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 13.13 (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, first class, postage prepaid, to each of the Bank Issuer and the Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Issuer and 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Issuer and the Company or bring actions, suits or proceedings against the Bank Issuer or the Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters Macquarie Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. Agreement or the transactions contemplated hereby. Each of the Macquarie Parties irrevocably appoints Macquarie Equities (bUSA) The Bank hereby irrevocably designatesInc., appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerand the Issuer Trustee irrevocably appoints CT Corporation, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, to act as its designeeauthorized agents for the Macquarie Parties and the Issuer Trustee, appointee and agent to receiverespectively, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 20, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Macquarie Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the Class A Notes remain outstanding. The obligation of any of the aforesaid courts Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Macquarie Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the SecuritiesIssuer, the Underwriters Servicer and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Trust Manager hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the United States Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the Issuer, the Servicer and the Trust Manager irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person servicing the same, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as suchthe Issuer, the Bank Servicer and the Trust Manager further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out of any of the aforesaid courts 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 13 (whether or not the appointment of such agent shall in full force and effect for so long as the Offered Notes are outstanding. (b) The obligation of the Issuer, the Servicer and the Trust Manager in respect of any reason prove sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mail, first class, postage prepaid, other currency on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Issuer, the Servicer and hereby further irrevocably the Trust Manager agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of the State Supreme Court of New York, New York County or the courts of the United States located in The City District Court for the Southern District of New York and any appellate court from either thereof and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive 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 arising out of or in connection with this Agreementrevenues. (b) The Bank hereby Company has irrevocably designatesdesignated, appoints appointed, and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerempowered CT Corporation System, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourt. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 13 1301 satisfactory to the UnderwritersTrustee. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 1301 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank 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 Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the Supreme Court of New York, New York County or the United States federal courts located in The City District Court for the Southern District of New York or the courts of the State of New York and any appellate court from either thereof 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. . If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the holder of any Security from U.S. dollars into another currency, the Company has agreed, and each holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The City of New York on the Business Day preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to the holder of a Security shall, notwithstanding any judgment in a currency (cthe "judgment currency") The provisions other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of this Section 13 such security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of U.S. dollars so purchased is less than the sum originally due to the holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company such excess, provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Security, in whole or which case such excess may be applied to such obligations of the Company under such Security in partaccordance with the terms thereof.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with the Notes, this Agreement or any Terms Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City 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 consent and submits submit to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself themselves and in respect of its their properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchOrlaxxx Xxxxxx, with xxth offices currently at 000 Xxxxx 7 Wexx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Branch Manager, as xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its their respective obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Terms Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder the Designated Agent shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 16 reasonably satisfactory to the UnderwritersAgents. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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 mail, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this Agreement. The Bank 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 SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the parties hereto irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Company Guarantee or the Securities may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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. (b) The Bank hereby irrevocably designatesIndenture the Company Guarantee, appoints and empowers its or the Securities brought in the courts of the State of New York branchor the courts of the United States located in the Borough of Manhattan, with offices at 000 Xxxxx XxxxxxNew York City, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee New York and agent hereby further irrevocably and unconditionally waives and agrees not to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of plead or claim in any and all legal process, summons, notices and documents which may be served in such court that any such action, suit or proceeding brought in any United States such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or State domicile. To the extent that the Issuer or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its obligationsproperty, liabilities each of the Issuer and the Company irrevocably waives such immunity in respect of its obligations under this Indenture, any Security or the Company Guarantee. Each of the parties to this Indenture agrees that final judgment in any other matter arising out of such suit, action or proceeding brought in connection with this Agreement such a court shall be conclusive and which binding on them and may be made enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. (b) The Issuer and the Company have validly and effectively appointed National Corporate Research, Ltd. (the “Process Agent”), with offices on such designeethe date hereof at 10 Xxxx 00xx Xxxxxx, appointee and 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in accordance with legal procedures prescribed for such courtsany action, suit or proceeding referred to in Section 13.13(a). If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Issuer and the Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 13.13 reasonably satisfactory to the UnderwritersTrustee. The Bank Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 13.13 (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, first class, postage prepaid, to each of the Bank Issuer and the Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Issuer and 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Issuer and the Company or bring actions, suits or proceedings against the Bank Issuer or the Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of United States District Court for the State Southern District of New York or in the courts of the United States located in The City Supreme Court of New York in New York County, and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive jurisdiction of each such court and any appellate court of either of them in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints and empowers CT Corporation System, acting through its New York branch, with offices office at 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its the Company's designee, appointee and agent (the "Authorized Agent") to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company pursuant to paragraph (a) of this Section. Such appointment shall be irrevocable until all amounts in respect of the principal of and any United States or State court with respect premium and interest due and to its obligations, liabilities or any other matter arising out of become due on or in connection respect of all the Securities issued under this Indenture have been paid by the Company to the Trustee pursuant to the terms hereof and of the Securities. Notwithstanding the foregoing, the Company reserves the right to appoint another Person satisfactory to the Trustee and located or with this Agreement an office in the Borough of Manhattan, The City of New York, as a successor Authorized Agent, and which may be made on upon acceptance of such designeeappointment by such a successor, appointee the appointment of the prior Authorized Agent shall terminate. The Company shall give notice to the Trustee and agent in accordance with legal procedures prescribed for such courtsall Holders of the appointment by it of a successor Authorized Agent. If for any reason such designee, appointee and agent hereunder shall cease CT Corporation System ceases to be available able to act as suchthe Authorized Agent or to have an address in the Borough of Manhattan, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 SecuritiesYork, the Underwriters and Company will appoint a successor Authorized Agent in accordance with the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.two preceding 125

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Offered Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, the Guarantee or any Offered Securities may be brought in the courts of the State of New York York, or the courts of the United States of America located in The City of New York and, until all amounts due and to become due in respect of the Guarantee and all the Offered 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 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 arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchCT Corporation, with offices currently at 000 Xxxxx Xxxxxx1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, behalf service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States federal or State state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, the Guarantee or any Debt Securities and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.shall

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time Macquarie Parties and the Issuer Trustee and each of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the Macquarie Parties irrevocably designatesappoints Macquarie CAF Holding, appoints and empowers its New York branchInc., with offices at Level 18, 000 Xxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalfCompany Secretary – Corporate Governance Division, and its propertiesthe Issuer Trustee irrevocably appoints CT Corporation, assets 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to act as authorized agents for the Macquarie Parties and revenuesthe Issuer Trustee, service respectively, in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Macquarie Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the US$ Notes remain outstanding. The obligation of any of the aforesaid courts Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Macquarie Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Westpac irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Purchasing Agent, the other Agents and the other persons referred to in Section 12 17 hereof that any legal action, 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 any Terms Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement or any Terms Agreement. (b) The Bank Westpac hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Terms Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Westpac agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 18 satisfactory to the UnderwritersAgents. The Bank Westpac further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank Westpac at its address specified in or designated pursuant to this Agreement. The Bank Westpac 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 SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 17 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Westpac or bring actions, suits or proceedings against the Bank Westpac in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank Westpac hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 any Terms Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 18 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Each of the Company and the Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branch[ ], with offices currently at 000 Xxxxx Xxxxxx[ ], Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Branch ManagerNew York [ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company or the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee Each of the Company and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 ). Each of the Bank at its address specified in or designated pursuant to this Agreement. The Bank Company and the Guarantor 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or the Guarantor or bring actions, suits or proceedings against the Bank Company or the Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Each of the Company and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Subordinated Indenture or the Securities may be brought in the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, The City of New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 arising out revenues. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in connection aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity in respect of its obligations under this AgreementSubordinated Indenture. (b) The Bank hereby Company has irrevocably designatesdesignated, appoints appointed, and empowers its New York branchempowered CT Corporation System, with offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch ManagerXX 00000 (and any successor entity), as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourt. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 13 1401 satisfactory to the UnderwritersTrustee. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 1401 (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 and by mailing copies thereof by registered or certified air mail, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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 forumSubordinated Indenture. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Guarantor irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Guarantor hereby irrevocably designates, appoints appoints, and empowers its New York branchthe Company, with offices currently at 000 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxx0xx Xxxxx, Xxx Xxxx Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx, 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Guarantor in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank at its address specified in or designated pursuant to this Agreement). The Bank Guarantor 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Guarantor or bring actions, suits or proceedings against the Bank Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesDebentures, the Underwriters Initial Purchasers and the other persons referred to in Section 12 hereof 13 that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement the Operative Documents may be brought in the courts of the State of New York York, or the courts of the United States of America, in each case located in the Borough of Manhattan in The City and the State of New York and, until all amounts due and to become due in respect of the Guarantees and all the Debentures have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personamperson, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchCorporation Service Company, with offices at 000 00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Attention: Branch Manager-0000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, behalf service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States federal or State state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement the Operative Documents and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 17 reasonably satisfactory to each of the UnderwritersInitial Purchasers. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 17 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this Agreement, with a copy (similarly mailed) to Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000. The Bank 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 Securities, the Underwriters Initial Purchasers and the other persons referred to in Section 12 hereof 13 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in the Borough of Manhattan in The City of New York or the courts of the State of New York located in the Borough of Manhattan in The City and the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters Xx.Xxxxxx Parties and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this AgreementAgreement or the transactions contemplated hereby. Each of the Xx. (b) The Bank hereby Xxxxxx Parties and the Issuer Trustee irrevocably designates, appoints [Insert name and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manageraddress of authorized agent], as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person serving the same to the address provided in Section 16, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Xx.Xxxxxx Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the Notes remain outstanding. The obligation of any of the aforesaid courts Xx.Xxxxxx Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Xx.Xxxxxx Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of United States District Court for the State Southern District of New York or in the courts of the United States located in The City Supreme Court of New York in New York County, and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive jurisdiction of each such court and any appellate court of either of them in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers CT Corporation System, acting through its office at 1633 Broadway, New York, New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager10019, as its the Company's designee, appointee and agent xxxxxxxxx xxx xxxxx (xxx "Xxxxxxxxxx Xgent") to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company pursuant to paragraph (a) of this Section. Such appointment shall be irrevocable until all amounts in respect of the principal of and any United States or State court with respect premium and interest due and to its obligations, liabilities or any other matter arising out of become due on or in connection respect of all the Securities issued under this Indenture have been paid by the Company to the Trustee pursuant to the terms hereof and of the Securities. Notwithstanding the foregoing, the Company reserves the right to appoint another Person satisfactory to the Trustee and located or with this Agreement an office in the Borough of Manhattan, The City of New York, as a successor Authorized Agent, and which may be made on upon acceptance of such designee, appointee appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The Company shall give notice to the Trustee and agent in accordance with legal procedures prescribed for such courtsall Holders of the appointment by it of a successor Authorized Agent. If for any reason such designee, appointee and agent hereunder shall cease CT Corporation System ceases to be available able to act as suchthe Authorized Agent or to have an address in the Borough of Manhattan, the Bank agrees to designate a new designee, appointee and agent in The City of New York on York, the terms and for Company will appoint a successor Authorized Agent in accordance with the purposes of this Section 13 satisfactory to the Underwriterstwo preceding sentences. The Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until this Indenture has been satisfied and discharged in accordance with Article Four hereof. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 1401 (whether or not the appointment of such agent shall for any reason prove to be 106 ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank 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 Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the United States federal courts located in The City District Court for the Southern District of New York or in the courts of the State Supreme Court of New York in New York County, 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. . If for the purpose of obtaining judgment in any Court it is necessary to convert a sum due hereunder to the holder of any Security from US dollars into another currency, the Company has agreed, and each holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase US dollars with such other currency in The City of New York on the Business Day preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to the holder of a Security shall, notwithstanding any judgment in a currency (cthe "judgment currency") The provisions other than US dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of this Section 13 such security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase US dollars with the judgment currency; if the amount of US dollars so purchased is less than the sum originally due to the holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the US dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company such excess, provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Security, in whole or which case such excess may be applied to such obligations of the Company under such Security in partaccordance with the terms thereof.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with the Notes, this Agreement or any Terms Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City 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 consent and submits submit to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself themselves and in respect of its their properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchOrlaxxx Xxxxxx, with xxth offices currently at 000 Xxxxx 7 Wexx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Branch Manager, as xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its their respective obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Terms Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder the Designated Agent shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 16 reasonably satisfactory to the UnderwritersAgents. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.for

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the SecuritiesIssuer, the Underwriters MTN Issuer and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Receivables Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the United States Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer, MTN Issuer and the Receivables Trustee irrevocably appoints [CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011, as itx xxxxxxxxxx xxxxx xx xxx Xxxxxxx xx Xxxxxxxxx xx Xxx Xity of New York] upon which process may be served in connection with this Agreementany such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person servicing the same, shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Each of the Issuer, MTN Issuer and the Receivables Trustee further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for so long as the Notes are outstanding. (b) The obligation of the Issuer, MTN Issuer and the Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service the Receivables Trustee in respect of any and all legal processsum due to any Underwriter shall, summons, notices and documents which may be served notwithstanding any judgment in any such action, suit or proceeding brought in any a currency other than United States or State court with respect dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to its obligations, liabilities or any be so due in such other matter arising out of or in connection with this Agreement currency on which (and which only to the extent that) such Underwriter may be made on such designee, appointee and agent in accordance with legal normal baking procedures prescribed for purchase United States dollars with such courts. If for any reason other currency; if the United States dollars so purchased are less than the sum originally due to such designeeUnderwriter hereunder, appointee and agent hereunder shall cease to be available to act as sucheach of the Issuer, the MTN Issuer, the Bank agrees to designate and the Receivables Trustee agrees, as a new designee, appointee separate obligation and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in notwithstanding any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (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 prepaidjudgment, to the Bank at its address specified in or designated pursuant to this Agreement. The Bank agrees that the failure of any indemnify such designee, appointee and agent to give any notice of Underwriter against 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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 forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of the State Supreme Court of New York, New York County or the courts of the United States located in The City District Court for the Southern District of New York and any appellate court from either thereof and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive 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 assets, and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank hereby Company has irrevocably designatesdesignated, appoints appointed, and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerempowered CT Corporation System, as its designee, appointee appointee, and agent to receive, accept accept, and acknowledge for and on its behalf, and its properties, assets assets, and revenues, service of any and all legal process, summons, notices notices, and documents which that may be served in any such action, suit or proceeding brought against the Company in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourt. If for any reason such designee, appointee appointee, and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee appointee, and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 13 1401 satisfactory to the UnderwritersTrustee. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices notices, and documents out of any of the aforesaid courts 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 13 1401 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Company agrees that the failure of any such designee, appointee 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 Holders of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices notices, and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the Supreme Court of New York, New York County or the United States federal courts located in The City District Court for the Southern District of New York or the courts of the State of New York and any appellate court from either thereof 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. . If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the holder of any Security from U.S. dollars into another currency, the Company has agreed, and each Holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The City of New York on the Business Day preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to the Holder of a Security shall, notwithstanding any judgment in a currency (cthe "judgment currency") The provisions other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of this Section 13 such Security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of U.S. dollars so purchased is less than the sum originally due to the Holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company such excess; provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Security, in whole or which case such excess may be applied to such obligations of the Company under such Security in partaccordance with the terms thereof.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit 14.1 Each of the holders from time to time of the SecuritiesServicer, the Underwriters Trust Manager and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and Issuer Trustee hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the United States Federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Bank hereby Agreement or the transactions contemplated hereby. Each of the Servicer, the Trust Manager and the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch000 Xxxxxx Xxxxxx, with offices at 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service of process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in clause 19, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as suchthe Servicer, the Bank Trust Manager and the Issue Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out of any of the aforesaid courts 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 13 (whether or not the appointment of such agent shall in full force and effect for so long as the Class A2 Notes remain outstanding. 14.2 The obligation of the Servicer, the Trust Manager or the Issue Trustee in respect of any reason prove sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mail, first class, postage prepaid, other currency on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Servicer, the Trust Manager and hereby further irrevocably the Issue Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with the Notes, this Agreement or any Terms Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City 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 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 arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchBrian Doran, with offices currently at 000 Banco Popular North America, Xxxxx XxxxxxXxxxsion, Xxx Xxxx120 Broadway, Xxx Xxxx 0000015th floor, Attention: Branch ManagerNew York, New York 10271, as its designee, appointee and agent to receivexxxxxxxxx xxx xxxxx xx xxxxxxx, accept and acknowledge xxxxxx xxx xxxxxwledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Terms Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and designated agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 16 reasonably satisfactory to the UnderwritersAgents. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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 mail, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this Agreement. The Bank 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 SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 hereof 15 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 16 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the parties hereto irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Company Guarantee or the Securities may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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. (b) The Bank hereby irrevocably designatesIndenture the Company Guarantee, appoints and empowers its or the Securities brought in the courts of the State of New York branchor the courts of the United States located in the Borough of Manhattan, with offices at 000 Xxxxx XxxxxxNew York City, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee New York and agent hereby further irrevocably and unconditionally waives and agrees not to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of plead or claim in any and all legal process, summons, notices and documents which may be served in such court that any such action, suit or proceeding brought in any United States such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or State domicile. To the extent that the Issuer or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its obligationsproperty, liabilities each of the Issuer and the Company irrevocably waive such immunity in respect of its obligations under this Indenture, any Security or the Company Guarantee. Each of the parties to this Indenture agrees that final judgment in any other matter arising out of such suit, action or proceeding brought in connection with this Agreement such a court shall be conclusive and which binding on them and may be made enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. (b) The Issuer and the Company have validly and effectively appointed Corporation Service Company (the “Process Agent”), with offices on such designeethe date hereof at 1180 Avenue of the Americas, appointee and Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent upon which process may be served in accordance with legal procedures prescribed for such courtsany action, suit or proceeding referred to in this Section 11.13. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Issuer and the Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 11.13 reasonably satisfactory to the UnderwritersTrustee. The Bank Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 11.13 (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, first class, postage prepaid, to each of the Bank Issuer and the Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Issuer and 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (ai) The Bank Issuer and the Guarantor irrevocably consents consent and agreesagree, for the benefit of the holders Holders from time to time of the SecuritiesSecurities and the Guarantee, the Underwriters Purchasers and the other persons referred to in Section 12 hereof 6(g) that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or located in The City of New York and the courts of the United States located in The City of New York and, until all amounts due and to become due in respect of the Securities and the Guarantee have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents consent and submits submit 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 arising out of or in connection with this Agreementrevenues. (bii) The Bank Issuer and the Guarantor hereby irrevocably designatesdesignate, appoints appoint, and empowers its New York branchempower CT Corporation System, with offices at 000 Xxxxx 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its their designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, their behalf service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Issuer or the Guarantor in any such United States federal or State state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees Issuer and the Guarantor agree to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 6(l) reasonably satisfactory to each of the UnderwritersRepresentatives. The Bank Issuer and the Guarantor further hereby irrevocably consents consent and agrees agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer and the Guarantor by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 6(l) (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, first class, postage prepaid, to the Bank Issuer or the Guarantor at its respective address specified in or designated pursuant to this Agreement. The Bank agrees Issuer and the Guarantor agree that the failure of any such designee, appointee and agent to give any notice of such service to it them 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 SecuritiesSecurities and the Guarantee, the Underwriters Purchasers and the other persons referred to in Section 12 hereof 6(g) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Issuer or the Guarantor or bring actions, suits or proceedings against the Bank Issuer or the Guarantor in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Issuer and the Guarantor hereby irrevocably and unconditionally waiveswaive, to the fullest extent permitted by law, any objection which it 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 Agreement brought in the United States federal courts of the State of New York located in The City of New York or the courts of the State United States located in The City of New York and hereby further irrevocably and unconditionally waives waive and agrees 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. (ciii) The provisions of this Section 13 6(l) shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Each of the parties hereto irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Company Guarantee or the Securities may be brought in the courts of the State of New York or the courts of the United States located in The City the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and 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 revenues. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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. (b) The Bank hereby irrevocably designatesIndenture the Company Guarantee, appoints and empowers its or the Securities brought in the courts of the State of New York branchor the courts of the United States located in the Borough of Manhattan, with offices at 000 Xxxxx XxxxxxNew York City, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee New York and agent hereby further irrevocably and unconditionally waives and agrees not to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of plead or claim in any and all legal process, summons, notices and documents which may be served in such court that any such action, suit or proceeding brought in any United States such court has been brought in an inconvenient forum and any right which it may be entitled on account of place of residence or State domicile. To the extent that the Issuer or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its obligationsproperty, liabilities each of the Issuer and the Company irrevocably waives such immunity in respect of its obligations under this Indenture, any Security or the Company Guarantee. Each of the parties to this Indenture agrees that final judgment in any other matter arising out of such suit, action or proceeding brought in connection with this Agreement such a court shall be conclusive and which binding on them and may be made enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment, provided that service of process is effected upon the Issuer in the manner specified in the following paragraph or as otherwise permitted by law. (b) The Issuer and the Company have validly and effectively appointed National Corporate Research, Ltd. (the “Process Agent”), with offices on such designeethe date hereof at 00 Xxxx 00xx Xxxxxx, appointee and 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent upon which process may be served in accordance with legal procedures prescribed for such courtsany action, suit or proceeding referred to in Section 13.13(a). If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Bank Issuer and the Company agrees to designate a new designee, appointee and agent in The City the Borough of Manhattan, New York City, New York on the terms and for the purposes of this Section 13 13.13 reasonably satisfactory to the UnderwritersTrustee. The Bank Each of the Issuer and the Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer or the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 13.13 (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, first class, postage prepaid, to each of the Bank Issuer and the Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Each of the Issuer and 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 Securities, the Underwriters Holders and the other persons referred to in Section 12 hereof Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Issuer and the Company or bring actions, suits or proceedings against the Bank Issuer or the Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby irrevocably U.S. dollars are the sole currency of account and unconditionally waivespayment for all sums due and payable by the Issuer and the Company under this Indenture, the Securities and the Company Guarantee. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the Issuer and the Company agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee determines a Person could purchase U.S. dollars with such other currency in New York, New York, on the business day immediately preceding the day on which final judgment is given. The obligation of each of the Issuer and the Company in respect of any sum due to any Securityholder or the Trustee in U.S. dollars shall, to the extent permitted by applicable law, notwithstanding any objection which it may now or hereafter have judgment in a currency other than U.S. dollars, be discharged only to the laying of venue extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Securityholder or Trustee may in accordance with normal banking procedures purchase U.S. dollars in the amount originally due to such Person with the judgment currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Person, each of the aforesaid actionsIssuer and the Company agrees, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York jointly and hereby further irrevocably severally, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such actionPerson against the resulting loss; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such Person, suit or proceeding brought in any such court has been brought in an inconvenient forumPerson shall, by accepting a Security, be deemed to have agreed to repay such excess. (c) The provisions of this Section 13 13.13 shall survive any termination of this AgreementIndenture, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of the State Supreme Court of New York, New York County or the courts of the United States located in The City District Court for the Southern District of New York and any appellate court from either thereof and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive 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 assets, and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank hereby Company has irrevocably designatesdesignated, appoints appointed, and empowers its New York branch, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerempowered CT Corporation System, as its designee, appointee appointee, and agent to receive, accept accept, and acknowledge for and on its behalf, and its properties, assets assets, and revenues, service of any and all legal process, summons, notices notices, and documents which that may be served in any such action, suit or proceeding brought against the Company in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtscourt. If for any reason such designee, appointee appointee, and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee appointee, and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section 13 1401 satisfactory to the UnderwritersTrustee. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices notices, and documents out of any of the aforesaid courts 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 13 1401 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank Company agrees that the failure of any such designee, appointee 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 Holders of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices notices, and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the Supreme Court of New York, New York County or the United States federal courts located in The City District Court for the Southern District of New York or the courts of the State of New York and any appellate court from either thereof 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. . If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the holder of any Security from U.S. dollars into another currency, the Company has agreed, and each Holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The City of New York on the Business Day preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to the Holder of a Security shall, notwithstanding any judgment in a currency (cthe “judgment currency”) The provisions other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of this Section 13 such Security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase U.S. dollars with the judgment currency; if the amount of U.S. dollars so purchased is less than the sum originally due to the Holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the U.S. dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company such excess; provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Security, in whole or which case such excess may be applied to such obligations of the Company under such Security in partaccordance with the terms thereof.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture or the Securities may be brought in the courts of United States District Court for the State Southern District of New York or in the courts of the United States located in The City Supreme Court of New York in New York County, and, until amounts due and to become due in respect of the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive nonexclusive jurisdiction of each such court and any appellate court of either of them in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers CT Corporation System, acting through its New York branch, with offices office at 000 Xxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its the Company's designee, appointee and agent (the "Authorized Agent") to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought against the Company pursuant to paragraph (a) of this Section. Such appointment shall be irrevocable until all amounts in respect of the principal of and any United States or State court with respect premium and interest due and to its obligations, liabilities or any other matter arising out of become due on or in connection respect of all the Securities issued under this Indenture have been paid by the Company to the Trustee pursuant to the terms hereof and of the Securities. Notwithstanding the foregoing, the Company reserves the right to appoint another Person satisfactory to the Trustee and located or with this Agreement an office in the Borough of Manhattan, The City of New York, as a successor Authorized Agent, and which may be made on upon acceptance of such designee, appointee appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The Company shall give notice to the Trustee and agent in accordance with legal procedures prescribed for such courtsall Holders of the appointment by it of a successor Authorized Agent. If for any reason such designee, appointee and agent hereunder shall cease CT Corporation System ceases to be available able to act as suchthe Authorized Agent or to have an address in the Borough of Manhattan, the Bank agrees to designate a new designee, appointee and agent in The City of New York on York, the terms and for Company will appoint a successor Authorized Agent in accordance with the purposes of this Section 13 satisfactory to the Underwriterstwo preceding sentences. The Bank Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until this Indenture has been satisfied and discharged in accordance with Article Four hereof. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 1501 (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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this AgreementIndenture. The Bank 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 Securities, the Underwriters Securities and the other persons referred to in Section 12 hereof Trustee, to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank hereby Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 Indenture brought in the United States federal courts located in The City District Court for the Southern District of New York or in the courts of the State Supreme Court of New York in New York County, 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. . If for the purpose of obtaining judgment in any Court it is necessary to convert a sum due hereunder to the holder of any Security from U.S. dollars into another currency, the Company has agreed, and each holder by holding such Security will be deemed to have agreed, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The City of New York on the Business Day preceding the day on which final judgment is given. The obligation of the Company in respect of any sum payable by it to the holder of a Security shall, notwithstanding any judgment in a currency (cthe "judgment currency") The provisions other than Dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of this Section 13 such security of any sum, adjudged to be so due in the judgment currency, the Holder of such Security may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to the holder of such Security in the judgment currency (determined in the manner set forth in the preceding paragraph), the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Security against such loss, and if the amount of the Dollars so purchased exceeds the sum originally due to the Holder of such Security, such Holder agrees to remit to the Company such excess, provided that such Holder shall survive have no obligation to remit any termination of this Agreementsuch excess as long as the Company shall have failed to pay such Holder any obligations due and payable under such Security, in whole or which case such excess may be applied to such obligations of the Company under such Security in partaccordance with the terms thereof.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time Macquarie Parties and the Issuer Trustee and each of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court the federal and state courts in personam, generally and unconditionally with respect to the Borough of Manhattan in The City of New York in any action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with relating to this Agreement. (b) The Agreement or the transactions contemplated hereby. Each of the Macquarie Parties irrevocably appoints Macquarie Bank hereby Limited Representative Office, 120 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 xnd the Issuer Trustee irrevocably designatesappoints CT Corporation, appoints and empowers its New York branch, with offices at 000 Xxxxx 110 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Managerto act as authorized agents for the Macquarie Parties and the Issuer Trustee, as its designeerespectively, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service in the Borough of any and all legal process, summons, notices and documents Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding brought proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon it in any United States such suit or State court with respect to its obligations, liabilities or any other matter arising out proceeding. Each of or in connection with this Agreement the Macquarie Parties and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer Trustee further agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of take any and all legal process, summons, notices action as may be necessary to maintain such designation and documents out appointment of such agent in full force and effect for so long as the US$ Notes remain outstanding. The obligation of any of the aforesaid courts Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such action, suit or proceeding by serving a copy thereof upon the relevant agent for service Underwriter of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove sum adjudged to be ineffective or so due in such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified mailother currency, first class, postage prepaid, on which (and only to the Bank at its address specified extent that) such Underwriter may in or designated pursuant to this Agreement. The Bank agrees that the failure of any accordance with normal banking procedures purchase United States dollars with 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 currency; if the United States federal courts located in The City of New York or dollars so purchased are less than the courts sum originally due to such Underwriter hereunder, each of the State of New York Macquarie Parties and hereby further irrevocably the Issuer Trustee agrees, as a separate obligation and unconditionally waives and agrees not to plead or claim in notwithstanding any such court that any judgment, to indemnify such action, suit or proceeding brought in any Underwriter against such court has been brought in an inconvenient forumloss. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Issuer irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, may be brought in the courts of the State of New York York, or the courts of the United States of America located in The City of New York and, until all amounts due and to become due in respect of the Notes, the Guarantee, the Exchange Notes, the Exchange Guarantee, the Registrable Notes and the Registrable Guarantee have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and 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 arising out of or in connection with this Agreementrevenues. (b) The Bank Issuer hereby irrevocably designates, appoints appoints, and empowers its New York branchCT Corporation, with offices currently at 000 Xxxxx Xxxxxx111 8th Avenue, Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Branch ManagerNew York 10011, as its designee, appointee and agent to receiveappoinxxx xxx xxxxx xx xxxxxxx, accept and acknowledge xxxxxx xxx xxxnowledge for and on its behalf, and its properties, assets and revenues, behalf service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Issuer in any such United States federal or State state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Issuer agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 5 reasonably satisfactory to each of the UnderwritersInitial Purchasers. The Bank Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Issuer by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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) or by mailing copies thereof by registered or certified air mail, first class, postage prepaid, to the Bank Issuer at its address specified in or designated pursuant to this Agreement, with a copy (similarly mailed) to CT Corporation, 111 8th Avenue, New York, New York 10011. The Bank Issuer agrees that the failure of any such designeexxx xxxxxxx xx xxx xxxx xxxxxxxx, appointee xxxxxxtee 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 SecuritiesHolders, the Underwriters and the Initial Purchasers or any other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Issuer or bring actions, suits or proceedings against the Bank Issuer in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Issuer hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 5 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders Holders from time to time of the Offered Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, the Guarantee or any Offered Securities may be brought in the courts of the State of New York York, or the courts of the United States of America located in The City of New York and, until all amounts due and to become due in respect of the Guarantee and all the Offered 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 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 arising out of or in connection with this Agreementrevenues. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branchCT Corporation, with offices currently at 000 Xxxxx 111 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, behalf service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States federal or State state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement Agreement, the Guarantee or any Debt Securities and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 14 reasonably satisfactory to each of the UnderwritersRepresentatives. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 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, first class, postage prepaid, to the Bank Company at its address specified in or designated pursuant to this Agreement, with a copy (similarly mailed) to CT Corporation, 111 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Bank Xxe 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 Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 14 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank irrevocably consents and agrees, for the benefit Each of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts of the United States located in The City of New York and hereby Offerors irrevocably consents and submits to the non-exclusive jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Offerors irrevocably waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, each of the Offerors hereby waives any objection to the enforcement by any competent court in the United Kingdom of, and to the relitigation before any competent court in the United Kingdom in connection with, any judgment validly obtained in any 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 arising out of or in connection with this Agreement. (b) The Bank hereby irrevocably designates, appoints and empowers its New York branchon the basis of any such legal suit, with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, action or proceeding. Each of the Offerors have appointed Thelen Reid & Priest LLP (the "Process Agent") as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which authorxxxx xxxxx upon whom process may be served in any such actionlegal suit, suit action or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and which may proceeding. Such appointment shall be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsirrevocable. If for any reason such designee, appointee and agent hereunder shall cease to be available The Process Agent has agreed to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant said agent for service of process referred and each of the Offerors 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 this Section 13 (whether or not full force and effect as aforesaid. Each of 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 the Bank at its address specified in or designated pursuant to this Agreement. The Bank Offerors further agrees that service of process upon the failure Process Agent and written notice of said service to each of the Offerors shall be deemed in every respect effective service of process upon each of the Offerors in any such designeelegal suit, 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 thereonproceeding. Nothing herein shall in affect the right of any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof Underwriter or any person controlling any Underwriter to serve any such legal process, summons, notices and documents process in any other manner permitted by applicable law or to obtain jurisdiction over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 United States federal courts located in The City of New York or the courts of the State 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. (c) The provisions of this Section 13 12 shall survive remain operative and in full force and effect regardless of any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Company irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other persons referred to in Section 12 hereof agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement may be brought in the courts of the State of New York located in The City of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any such action, suit or proceeding for itself and in respect of its properties, assets and revenues arising out of or in connection with this Agreementproceeding. (b) The Bank Company hereby irrevocably designates, appoints appoints, and empowers its New York branch[ ], with offices currently at 000 Xxxxx Xxxxxx[ ], Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Branch ManagerNew York [ ], as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which that may be served in any such action, suit or proceeding brought against the Company in any such United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with based upon this Agreement and which that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 satisfactory to the Underwriters. The Bank Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank at its address specified in or designated pursuant to this Agreement). The Bank 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 such action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Company or bring actions, suits or proceedings against the Bank Company in any jurisdictionsuch other jurisdictions, and in any such manner, as may be permitted by applicable law. The Bank Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 based upon this Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent to Accept Service of Process. (a) The Bank Westpac irrevocably consents and agrees, for the benefit of the holders from time to time of the SecuritiesNotes, the Underwriters Purchasing Agent, the other Agents and the other persons referred to in Section 12 17 hereof that any legal action, 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 any Terms Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in The City of New York and hereby irrevocably consents and 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 arising out of or in connection with this Agreement or any Terms Agreement. (b) The Bank Westpac hereby irrevocably designates, appoints and empowers its New York branch, with offices at 000 570 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any Terms Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Bank Westpac agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13 18 satisfactory to the UnderwritersAgents. The Bank Westpac further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (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 the Bank Westpac at its address specified in or designated pursuant to this Agreement. The Bank Westpac 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 SecuritiesNotes, the Underwriters Agents and the other persons referred to in Section 12 17 hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Bank Westpac or bring actions, suits or proceedings against the Bank Westpac in any jurisdiction, and in any manner, as may be permitted by applicable law. The Bank Westpac hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which 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 any Terms Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York located in 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. (c) The provisions of this Section 13 18 shall survive any termination of this Agreement, in whole or in part.