Common use of Jurisdiction Clause in Contracts

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.

Jurisdiction. The Each of the Company and the Guarantor agrees that any suit, action or proceeding against the Company or the Guarantor brought by any UnderwriterInitial Purchaser, the directors, officers, employees, agents and affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in The City of New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Each of the Company and the Guarantor has appointed Xxxx XxxxxxTeva Pharmaceuticals USA, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Inc. (“Teva USA”) as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York CourtYork, New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, agents and affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company and the Guarantor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company and the Guarantor agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany or the Guarantor, as applicable. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, agents and affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman IslandsIsrael. The provisions of this Section 18 shall survive the termination of this AgreementTHE COMPANY, in whole or in partTHE GUARANTOR AND EACH OF THE INITIAL PURCHASERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction. The Company agrees Issuer and any Subsidiary Guarantors agree that any suit, action or proceeding against the Company Issuer or any Subsidiary Guarantor brought by any Underwriter, Holder of the directors, officers, employees, affiliates and agents of any Underwriter, Notes or by any person who controls any Underwriter, the Trustee arising out of or based upon this Agreement Indenture, any Guarantee or the transactions contemplated hereby Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and any Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, any Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Issuer and any Subsidiary Guarantor agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or a Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or such Guarantor, as the case may be, are subject by a suit upon such judgment; provided, however, that service of process is effected upon the Issuer or any Subsidiary Guarantor, as the case may be, in the manner provided by this Indenture. The Company Issuer has appointed Xxxx XxxxxxCT Corporation System, located with offices on the date hereof at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd FloorXxx Xxxx 00000, San Francisco, CA 94105or any successor, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture, any Guarantee or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each of the Issuer and any Subsidiary Guarantor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees Issuer and any Subsidiary Guarantors agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer and any Subsidiary Guarantor. Notwithstanding the foregoing, any action involving the Issuer or any Subsidiary Guarantor arising out of or based upon this Agreement Indenture, any Guarantee or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any court located in the City and County of New York (a “New York Court”), and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxC T Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Republic of the Xxxxxxxx Islands. The provisions of this Section 18 16 shall survive the any termination of this Agreement, in whole or in part.

Jurisdiction. The Company and each of the Initial Purchasers agrees that any suit, action or proceeding against the Company any party hereto brought by any Underwriterother party hereto, the directors, officers, employees, affiliates employees and agents of any Underwritersuch other party hereto, or by any person who controls any Underwritersuch other party hereto, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxxhereby appoints CT Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriterparty, the directors, officers, employees, affiliates Affiliates and agents of any Underwriterparty, or by any person who controls any Underwriterparty, in any court of competent jurisdiction in the Cayman IslandsMexico. The provisions parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of this Section 18 shall survive the termination of or relating to this Agreement, in whole or in part.

Jurisdiction. The Company Each Issuer agrees that any suit, action or proceeding against the Company such Issuer brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxEach Issuer hereby appoints CT Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company each Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in parteach Issuer.

Jurisdiction. The Company agrees that Each Subsidiary Guarantor hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any suitappellate court from any thereof, in any action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon relating to this Agreement Guarantee, or for recognition or enforcement of any judgment, and each of the transactions contemplated parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be instituted heard and determined in such New York State or, to the extent permitted by law, in such federal court. To the extent that any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Subsidiary Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guarantee. Each of the parties hereto agrees that a final judgment in any New York Courtsuch action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee against the Borrower or any Subsidiary Guarantor or any of their respective properties in the courts of any jurisdiction to enforce a judgment obtained in accordance with this Section. Each Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and waives effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Guarantee in any court of competent jurisdiction referred to in the Cayman Islandspreceding paragraph. The provisions Each of this Section 18 shall survive the termination parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of this Agreement, an inconvenient forum to the maintenance of such action or proceeding in whole or in partany such court.

Jurisdiction. The Company agrees that any Any suit, action or proceeding against the Optionee or the Company brought with respect to this Agreement, or any judgment entered by any Underwriter, the directors, officers, employees, affiliates and agents court in respect of any Underwriterthereof, may be brought in any court of competent jurisdiction in the State of Delaware (or by if the Company reincorporates in another state, in that state) or New York, as the Company may elect in its sole discretion, and the Optionee and the Company each hereby submit to the exclusive jurisdiction of such courts for the purpose of any person who controls any Underwritersuch suit, arising out of action, proceeding or based upon this Agreement judgment. The Optionee or the transactions contemplated Company each hereby may be instituted in irrevocably waive any New York Court, and waives any objection objections which it either of them may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein which may be instituted brought in any court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterYork, and expressly accepts the exclusive jurisdiction of hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company or the Optionee with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and the Optionee and the Company each hereby irrevocably waive any right which either of them may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company and the Optionee each hereby submit to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, Optionee and the Company agrees each hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by and for any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partcounterclaim therein.

Jurisdiction. The Company agrees and the Guarantors agree that any suit, action or proceeding against the Company and/or the Guarantors brought by any UnderwriterHolder or Dealer Manager, the directors, officers, employees, affiliates and agents officers or Affiliates of any UnderwriterHolder or Dealer Manager, or by any person who controls any UnderwriterHolder or Dealer Manager, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxxand Guarantors hereby appoint CT Corporation, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd FloorXxx Xxxx, San Francisco, CA 94105, 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or Dealer Manager, the directors, officers, employees, affiliates officers and agents Affiliates of any UnderwriterHolder or Dealer Manager, or by any person who controls any UnderwriterHolder or Dealer Manager, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company and the Guarantors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company and the Guarantors agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.the

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and owners of interests in ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs or the ADRs or the transactions contemplated hereby thereby or hereby, may only be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that Notwithstanding the Authorized Agent has accepted such appointment and has agreed above or anything in the Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder (and any persons owning or holding interests in ADSs)) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or proceeding directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement relating to the Deposit Agreement, the ADSs or the ADRs or the transactions contemplated thereby or hereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any Underwriterparty or parties (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement: provided however, notwithstanding the Depositary’s written notice under this (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, the directorsfederal securities law violation aspects of such claims brought by a Holder against the Company and/or the Depositary may, officersat the option of such Holder, employeesremain in state or federal court in New York, affiliates New York and agents all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Holder against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration shall at the Depositary’s election be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any Underwriter, or by any person who controls any Underwritersuch arbitration shall be English, in any court of competent jurisdiction each case as provided in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Deposit Agreement, in whole or in part.

Jurisdiction. The To the fullest extent permitted by applicable Law, the Company, each Member, the Manager, each Officer, each other Person who is a party to or is otherwise bound by this Agreement and each Person acquiring a Unit agrees that, unless the Company agrees that consents in writing to the selection of an alternative forum, the sole and exclusive forum for any suit, (a) derivative action or proceeding against brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any Member, the Manager, any Officer or any employee of the Company brought to the Company or the Members, (c) any action asserting a claim arising pursuant to the Delaware Act or this Agreement, or (d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any Underwritersuch action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction over any such action or proceeding, then the United States District Court for the District of Delaware). To the fullest extent permitted by applicable Law, the directorsCompany, officerseach Member, employeesthe Manager, affiliates and agents of any Underwritereach Officer, each other Person who is a party to or is otherwise bound by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and each Person acquiring a Unit (i) irrevocably submits to the exclusive personal jurisdiction of such the aforesaid courts and (ii) waives any claim of improper venue any claim that the aforesaid courts are an inconvenient forum court in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of described in the foregoing sentence. To the fullest extent permitted by applicable law, the Company, each Member, the Manager, each Officer, each other Person who is a party to or based upon is otherwise bound by this Agreement and each Person acquiring a Unit agrees that mailing of process or other papers in connection with any such action or proceeding in the transactions contemplated herein which manner provided in Section 16.05 or in such other manner as may be instituted in any New York Courtpermitted by applicable Law, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective valid and sufficient service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partthereof.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Issuer hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman IslandsThe Netherlands. The provisions parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of this Section 18 shall survive the termination of or relating to this Agreement, in whole or in part.

Jurisdiction. The Company Bank irrevocably (i) agrees that any legal suit, action or proceeding against the Company Bank brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any Underwriter, Agent arising out of or based upon this Agreement or any Terms Agreement or the transactions contemplated hereby and thereby may be instituted in any state or federal court in The City of New York (a “New York Court”), and waives (ii) waives, to the fullest extent it may effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Bank irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement and any Terms Agreement or the transactions contemplated hereby and thereby that is instituted in any New York Court. The Bank has appointed National Corporate Research, Ltd., 200 Xxxx 00xx Xxxxxx, located at Xxxxx 000, Xxx Xxxxxx XxxxxxXxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105XX 00000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, such action or proceeding arising out of or based upon on this Agreement and any Terms Agreement or the transactions contemplated herein which hereby and thereby that may be instituted in any New York Court, Court by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any UnderwriterAgent, and expressly accepts consents to the exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. The Company hereby Bank represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said such agent for service of process, process and the Company agrees to take any and all action, including the filing of any and all documents that and instruments, which may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partBank.

Jurisdiction. The Company Bank irrevocably (i) agrees that any legal suit, action or proceeding against the Company Bank brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any Underwriter, Agent arising out of or based upon this Agreement or any Terms Agreement or the transactions contemplated hereby and thereby may be instituted in any state or federal court in The City of New York (a “New York Court”), and waives (ii) waives, to the fullest extent it may lawfully do so, any objection which that it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Bank irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement and any Terms Agreement or the transactions contemplated hereby and thereby that is instituted in any New York Court. The Bank has appointed Xxxx Mr. Xxxxx Xxxxxx, located at Xxx Xxxxxx The Toronto-Dominion Bank, 00 Xxxx 00xx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105Xxx Xxxx 00000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, such action or proceeding arising out of or based upon on this Agreement and any Terms Agreement or the transactions contemplated herein which hereby and thereby that may be instituted in any New York Court, Court by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any UnderwriterAgent, and expressly accepts consents to the exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. The Company hereby Bank represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said such agent for service of process, process and the Company agrees to take any and all action, including the filing of any and all documents that and instruments, which may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partBank.

Jurisdiction. The Each of the Company Parties agrees that any suit, action or proceeding against the any Company Party brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Each of the Company has appointed Parties hereby appoints Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, X. Xxxxx as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company Parties hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company Parties agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Companyrelevant Company Party. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions State of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company agrees Issuer and the Guarantors agree that any suit, action or proceeding against the Company any of them brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising solely out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any the courts of the State of New York Courtin the City and County of New York and of the United States for the Southern District of New York, and waives to the fullest extent that each may effectively do so any objection of which it may now or hereafter have to the laying of venue or of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Xxxx XxxxxxParent, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, BATNF and the Issuer hereby appoint BATCAP as its their authorized agent (the “Authorized Agent”) (and BATCAP hereby accepts such appointment) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any U.S. Federal or New York CourtState court in the Borough of Manhattan in the City, County and State of New York, United States of America, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Parent, BATNF and the Issuer hereby represents represent and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees Parent, BATNF and the Issuer agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding Parent, BATNF and the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partIssuer.

Jurisdiction. The Company Manager agrees that any suit, action or proceeding against the Company Manager brought by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby Manager Side Letter may be instituted in any court located in the City and County of New York (a “New York Court”), and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Manager has appointed Xxxx XxxxxxC T Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Manager Side Letter or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Manager hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Manager agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyManager. Notwithstanding the foregoing, any action arising out of or based upon this Agreement Manager Side Letter may be instituted by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions Republic of this Section 18 shall survive the termination Xxxxxxxx Islands or the Republic of this Agreement, in whole or in partPanama.

Jurisdiction. The Company Each Issuer agrees that any suit, action or proceeding against the Company any Issuer brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Each Issuer hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”"AUTHORIZED AGENT") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company each Issuer agrees to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Companyeach Issuer. Notwithstanding the foregoingThe parties hereto each hereby waive any right to trial by jury in any action, any action proceeding or counterclaim arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of relating to this Agreement, in whole or in part.

Jurisdiction. The Company agrees Issuer and each Guarantor agree that any suit, action or proceeding against the Company Issuer or any Guarantor brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture, the Guarantee or the transactions contemplated hereby Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any Guarantor, as the case may be, are subject by a suit upon such judgment; provided that service of process is effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer and the Guarantors has appointed Xxxx XxxxxxCT Corporation System, located with offices on the date hereof at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd FloorXxx Xxxx, San Francisco00000, CA 94105or any successor, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture, the Guarantee or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each of the Issuer and the Guarantors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees Issuer and the Guarantors agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer and the Guarantors. Notwithstanding the foregoing, any action involving the Issuer or the Guarantors arising out of or based upon this Agreement Indenture, the Guarantees or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxExx Xxxxx, President, Chief Financial Officer and Secretary of the Company, located at Xxx 2000 Xxxxxx Xxxxxx, Xxxxxxx xx xxx Xxxxx, 23rd FloorXxxxx 0000, San FranciscoXxx Xxxxxxx, CA 94105Xxxxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 17 shall survive the termination of this Agreement, in whole or in part.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Issuer hereby appoints Xxxxxx X. Xxxxxx, located at Xxx Xxxxxx Esq., Executive Vice President and General Counsel of Kadmon Holdings, Inc., 000 Xxxx 00xx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action arising out of or based upon this Underwriting Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company Issuer and each Guarantor agrees that any suit, action or proceeding against the Company brought by Issuer or any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Guarantor arising out of or based upon this Agreement Indenture or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105Issuer and Holdings, as its Guarantor, hereby appoint CT Corporation System as their authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Court, by any Underwriter, sitting in New York County and the directors, officers, employees, affiliates and agents United States District Court of any Underwriter, or by any person who controls any Underwriterthe Southern District of New York, and any appellate court from any thereof and expressly accepts accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer and Holdings, as Guarantor, hereby represents represent and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees Issuer and Holdings, as Guarantor, agree to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding Issuer and the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partGuarantors.

Jurisdiction. The Company Bank irrevocably (i) agrees that any legal suit, action or proceeding against the Company Bank brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any Underwriter, Agent arising out of or based upon this Agreement or any Terms Agreement or the transactions contemplated hereby and thereby may be instituted in any state or federal court in The City of New York (a “New York Court”), and waives (ii) waives, to the fullest extent it may lawfully do so, any objection which that it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Bank irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement and any Terms Agreement or the transactions contemplated hereby and thereby that is instituted in any New York Court. The Bank has appointed Xxxxxxx X’Xxxxxxxx, The Toronto-Dominion Bank, 00 Xxxx 00xx Xxxxxx, located at Xxx Xxxxxx XxxxxxXxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105Xxx Xxxx 00000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, such action or proceeding arising out of or based upon on this Agreement and any Terms Agreement or the transactions contemplated herein which hereby and thereby that may be instituted in any New York Court, Court by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any UnderwriterAgent, and expressly accepts consents to the exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. The Company hereby Bank represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said such agent for service of process, process and the Company agrees to take any and all action, including the filing of any and all documents that and instruments, which may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partBank.

Jurisdiction. The Company agrees By holding or owning an ADR or ADS or an interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Beneficial Owners brought by the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated hereby therein, herein, thereby or hereby, may be instituted in any a state or federal court in New York CourtYork, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents By holding or owning an ADR or ADS or an interest therein, Holders and warrants Beneficial Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of processDepositary brought by Holders or Beneficial Owners, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated therein, herein, thereby or hereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the above or anything in the Deposit Agreement to the contrary, in the Deposit Agreement each of the parties thereto (i.e. the Company, the Depositary and all Holders and Beneficial Owners) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly based on, arising out of or relating to the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated therein, herein, thereby or hereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Beneficial Owners), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any Underwriterparty or parties to the Deposit Agreement (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and Beneficial Owners) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement: provided however, notwithstanding the Depositary’s written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder or Beneficial Owner, the directorsfederal securities law violation aspects of such claims brought by a Holder or Beneficial Owner against the Company and/or the Depositary may, officersat the option of such Holder or Beneficial Owner, employeesremain in state or federal court in New York, affiliates New York and agents all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Holder or Beneficial Owner against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any Underwriter, or by any person who controls any Underwritersuch arbitration shall be English, in any court of competent jurisdiction each case as provided in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Deposit Agreement, in whole or in part.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, Holder of the directors, officers, employees, affiliates and agents of any Underwriter, Notes or by any person who controls any Underwriter, the Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated hereby Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Issuer irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided, however, that service of process is effected upon the Issuer in the manner provided by this Indenture. The Issuer has appointed Xxxx XxxxxxCT Corporation System, located with offices on the date hereof at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd FloorXxx Xxxx 00000, San Francisco, CA 94105or any successor, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action involving the Issuer arising out of or based upon this Agreement Indenture or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxxhereby appoints The Corporation Trust Company, located at Xxx 0000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxxxxxxxxx, 23rd Floor, San Francisco, CA 94105Xxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this the Deposit Agreement or the transactions contemplated hereby hereby, may only be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents Notwithstanding the above and warrants that anything in the Authorized Agent has accepted such appointment and has agreed Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder (and any persons holding interests in ADSs)) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or dispute directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this relating to the Deposit Agreement or the ADRs or the transactions contemplated hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, legal suit, action or proceeding brought by any Underwriterparty or parties (including, without limitation, Disputes, legal suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the directorsDepositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement. Any such arbitration shall at the Depositary’s election be conducted either in New York, officersNew York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, employees, affiliates and agents the language of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 such arbitration shall survive the termination of this Agreement, in whole or in partbe English.

Jurisdiction. The Company Each of PIFCo, Petrobras and the Underwriters agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriterthem, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby hereby, may be instituted in any State or federal court in the Borough of Manhattan, City of New York CourtYork, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and waives waive any objection which it they may now or hereafter have to the laying of venue of any such proceedingproceeding and any right to which any of them may be entitled on account of places of residence or domicile, and irrevocably submits submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has Companies have appointed Xxxx Xxxxxxthe New York office of Petrobras, located at Xxx Xxxxxx 000 Xxxxxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which may be instituted in any State or federal court in the City of New York CourtYork, New York, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Companies hereby represents jointly and warrants severally represent and warrant that the Authorized Agent has accepted such appointment appointments and has agreed to act as said agent for service of process, and the Company agrees Companies agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service Subject to applicable law, service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partCompanies.

Jurisdiction. The Company Each of the parties hereto irrevocably agrees that that, except as otherwise set forth in this paragraph, any state or federal court sitting in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding against the Company brought by and to settle any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, dispute arising out of or based upon relating to this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts. Each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC hereby appoints the CT Corporation System at 111 Eighth Avenue, New York, NY 10011, or, if otherwise, its xxxxxxxxx xxxxx xx xxxxxxxx xx xxx Xxxx xx New York from time to time, as its agent for service of process and agrees that service of any process, summons, notice or the transactions contemplated hereby may document by hand delivery or registered mail upon such agent shall be instituted effective service of process for any suit, action or proceeding brought in any New York Courtsuch court. Each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted brought in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of and any claim that any such suit, action or proceedingproceeding has been brought in an inconvenient forum. The Company hereby represents Each of the Mortgages Trustee, Funding, the Current Issuer and warrants NRPLC agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon each of the Authorized Agent has accepted such appointment Mortgages Trustee, Funding, the Current Issuer and has agreed NRPLC and may be enforced in any other court to act as said agent for whose jurisdiction each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC is or may in the future be subject, by suit upon judgment. Each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC further agrees that nothing herein shall affect the Underwriters' right to effect service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any other manner permitted by law or to bring a suit, action or proceeding (including a proceeding for enforcement of a judgement) in any other court of competent or jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partaccordance with applicable law.

Jurisdiction. The Company agrees that Each of the Xxxxxx Parties, CBL and each of the CBL Principals each hereby irrevocably and unconditionally submits to the jurisdiction of any New York State Court or Federal Court of the United States of America sitting in the borough of Manhattan, and any appellate court from any such court, in any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon relating to this Agreement Agreement, or the transactions contemplated for recognition or enforcement of any judgment, and each hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding shall be brought in and may be instituted heard and determined in such New York State Court or, to the extent permitted by law, in such Federal Court. Each of JRI, CBL and each of the CBL Principals each agrees that a final judgment in any New York Courtsuch suit, action or proceeding shall be conclusive and waives may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Xxxxxx Parties, CBL and each of the CBL Principals each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein which may be instituted in any New York CourtState Court or Federal Court sitting in the borough of Manhattan. Each of the Xxxxxx Parties, CBL and each of the CBL Principals each hereby irrevocably waives, to the fullest extent permitted by any Underwriterlaw, the directors, officers, employees, affiliates and agents defense of any Underwriter, or by any person who controls any Underwriter, and expressly accepts an inconvenient forum to the exclusive jurisdiction maintenance of any such court in respect of any such suit, action or proceedingproceeding in any such court. The Company hereby represents Nothing contained in this Section 10(d) shall be construed as preventing any of the Xxxxxx Parties, CBL and warrants the CBL Principals, or any of their respective affiliates, from (i) objecting to the jurisdiction of any New York State Court on the ground that the Authorized Agent has accepted matter involved exceeds the statutory jurisdiction of such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.or

Jurisdiction. The Company Issuer and each Guarantor agrees that any suit, action or proceeding against the Company brought by Issuer or any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Guarantor arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Issuer and the Guarantors hereby appoint CT Corporation System as its their authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Court, by any Underwriter, sitting in New York County and the directors, officers, employees, affiliates and agents United States District Court of any Underwriter, or by any person who controls any Underwriterthe Southern District of New York, and any appellate court from any thereof and expressly accepts accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer and the Guarantors hereby represents represent and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees Issuer and the Guarantors agree to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding Issuer and the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partGuarantors.

Jurisdiction. The Company Each of the Valaris Parties agrees that any suit, action or proceeding against the Company Valaris Parties brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Each of the Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, and the Guarantors hereby appoints Valaris Finance Company LLC as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company and the Guarantors hereby represents represent and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company agrees and the Guarantors agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany and the Guarantors. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partBermuda.

Jurisdiction. The Company agrees that any suitTo the fullest extent permitted by applicable law, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts any federal or state court in the City, County and State of New York, United States of America, in any suitsuit or proceeding based on or arising under this Indenture (solely in connection with any such suit or proceeding), action and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105hereby irrevocably designates and appoints CT Corporation System (the "Process Agent"), as its the authorized agent (of the “Authorized Agent”) Company upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action suit or proceeding, it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby represents irrevocably authorizes and warrants directs the Process Agent to accept such service. The Company further agrees that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of any Holder or any Person controlling such Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents that and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as aforesaidthe Company has any outstanding obligations under this Agreement. Service To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process upon the Authorized Agent shall be deemed(whether through service of note, attachment prior to judgment, attachment in every respectaid of execution, effective service upon the Company. Notwithstanding the foregoing, any action arising out of executor or based upon this Agreement may be instituted by any Underwriterotherwise) with respect to itself or its property, the directorsCompany hereby irrevocably waives such immunity in respect of their obligations under this Indenture, officers, employees, affiliates and agents of any Underwriter, or to the extent permitted by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partlaw.

Jurisdiction. The Company agrees and the Guarantor agree that any suit, action or proceeding against the Company or the Guarantor brought by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives waive any objection which it they may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxxand the Guarantor hereby appoint CT Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105, Xxx Xxxx 00000 as its their authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, and expressly accepts accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and the Guarantor hereby represents represent and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees and the Guarantor agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaidaforesaid so long as any of the Securities shall be outstanding. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany or the Guarantor. To the extent that the Company or the Guarantor 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 aid of execution, execution or otherwise) with respect to itself or its property, they hereby irrevocably waive such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole Islands or in partBrazil.

Jurisdiction. The Company Each Issuer agrees that any suit, action or proceeding against the Company any Issuer brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Each Issuer hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company each Issuer agrees to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Companyeach Issuer. Notwithstanding the foregoingThe parties hereto each hereby waive any right to trial by jury in any action, any action proceeding or counterclaim arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of relating to this Agreement, in whole or in part.

Jurisdiction. The Company agrees Issuer and each Guarantor agree that any suit, action or proceeding against the Company Issuer or any Guarantor brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture, the Guarantees, if any, or the transactions contemplated hereby Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantees, if any, or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any Guarantor, as the case may be, are subject by a suit upon such judgment; provided that service of process is effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer and the Guarantors has appointed Xxxx XxxxxxCT Corporation System, located with offices on the date hereof at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd FloorXxx Xxxx 00000, San Francisco, CA 94105or any successor, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture, the Guarantee or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby Each of the Issuer and the Guarantors represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees Issuer and the Guarantors agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer and the Guarantors. Notwithstanding the foregoing, any action involving the Issuer or the Guarantors arising out of or based upon this Agreement Indenture, the Guarantees or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company Each Issuer agrees that any suit, action or proceeding against the Company any Issuer brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Each of the entities listed on Schedule II hereto hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Notes Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company entities listed on Schedule II hereto agrees to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Companyentities listed on Schedule II hereto. Notwithstanding the foregoingThe parties hereto each hereby waive any right to trial by jury in any action, any action proceeding or counterclaim arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of relating to this Agreement, in whole or in part.

Jurisdiction. The Company Each Issuer agrees that any suit, action or proceeding against the Company such Issuer brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxEach Issuer hereby appoints CT Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company each Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in parteach Issuer.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Issuer hereby appoints Xxxxxxxx Xxx, PhaseBio Pharmaceuticals, Inc., Regus Del Mar, 12707 Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx Xxxxx, 23rd FloorXxxxx 000, San FranciscoXxx Xxxxx, CA 94105Xxxxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action arising out of or based upon this Underwriting Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, hereby appoints CT Corporation as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company 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 aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company agrees Holders and Beneficial Owners understand, and by holding an ADS or an interest therein such Holders and Beneficial Owners each irrevocably agrees, that any legal suit, action or proceeding against or involving the Company brought by any Underwriteror the Depositary, regardless of whether such legal suit, action or proceeding also involves parties other than the directors, officers, employees, affiliates and agents of any Underwriter, Company or by any person who controls any Underwriterthe Depositary, arising out of or based upon this Agreement related in any way to the Deposit Agreement, ADSs or the transactions contemplated hereby or thereby or by virtue of ownership thereof, including without limitation claims under the Securities Act of 1933, may only be instituted in any the United States District Court for the Southern District of New York Court(or, in the state courts of New York County, New York if either (i) the United States District Court for the Southern District of New York lacks jurisdiction, or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum is, or becomes, invalid, illegal or unenforceable), and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that Notwithstanding the Authorized Agent has accepted foregoing or anything in this Deposit Agreement to the contrary, subject to the federal securities law carve-out set forth in Section 20(d) below, the Depositary may refer any such appointment and has agreed suit, action or proceeding to act as said agent for service arbitration in accordance with the provisions of processthe Deposit Agreement and, and the Company agrees to take upon such referral, any and all actionsuch suit, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent action or proceeding instituted by Holders and/or Beneficial Owners shall be deemed, finally decided in every respect, effective service upon the Companysuch arbitration or proceeding instituted by Holders and/or Beneficial Owners shall be finally decided in such arbitration rather than in such court. Notwithstanding the foregoingabove and anything in the Deposit Agreement to the contrary, in the Deposit Agreement, each of the parties thereto (i.e. the Company, the Depositary and all Holders and Owners) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any action dispute, suit, action, controversy, claim or proceeding directly or indirectly arising out of or of, based upon this Agreement or relating in any way to the Deposit Agreement, the ADSs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or party, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant person or party, or persons or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any Underwriterparty or parties hereto or any other person or party (including, the directorswithout limitation, officersDisputes, employeessuits, affiliates and agents of any Underwriter, actions or proceedings brought by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.Holders

Jurisdiction. The Company Bank irrevocably (i) agrees that any legal suit, action or proceeding against the Company Bank brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any Underwriter, Agent arising out of or based upon this Agreement or any Terms Agreement or the transactions contemplated hereby and thereby may be instituted in any state or federal court in The City of New York (a “New York Court”), and waives (ii) waives, to the fullest extent it may effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company Bank irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement and any Terms Agreement or the transactions contemplated hereby and thereby that is instituted in any New York Court. The Bank has appointed National Corporate Research, Ltd., 000 Xxxx 00xx Xxxxxx, located at Xxxxx 000, Xxx Xxxxxx XxxxxxXxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105XX 00000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, such action or proceeding arising out of or based upon on this Agreement and any Terms Agreement or the transactions contemplated herein which hereby and thereby that may be instituted in any New York Court, Court by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, Agent or by any person who controls any UnderwriterAgent, and expressly accepts consents to the exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. The Company hereby Bank represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said such agent for service of process, process and the Company agrees to take any and all action, including the filing of any and all documents that and instruments, which may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partBank.

Jurisdiction. The Company New Guarantor agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, New Guarantor arising out of or based upon this Agreement Supplemental Indenture, the Indenture or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, New Guarantor hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Supplemental Indenture, the Indenture or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, by and any Underwriter, the directors, officers, employees, affiliates and agents of appellate court from any Underwriter, or by any person who controls any Underwriter, thereof and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company New Guarantor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company New Guarantor agrees to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partNew Guarantor.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any UnderwriterHolder or the Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or the Initial Purchaser, or by any person who controls any UnderwriterHolder or the Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, hereby appoints CT Corporation as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or the Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or the Initial Purchaser, or by any person who controls any UnderwriterHolder or the Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company 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 aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterHolder or the Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or the Initial Purchaser, or by any person who controls any UnderwriterHolder or the Initial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated hereby Notes may be instituted in any state or Federal court located in the City of New York CourtYork, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Issuer irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner provided by this Indenture. The Issuer has appointed Xxxx Xxxxxxthe Issuer’s General Counsel, located at Xxx Xxxxxx Xxxxxxhis office at the Issuer, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx Xxxxx00000, 23rd Floor, San Francisco, CA 94105or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the City of New York CourtYork, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer’s General Counsel has hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action involving the Issuer arising out of or based upon this Agreement Indenture or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islandsjurisdiction. The provisions Issuer expressly consents to the jurisdiction of this Section 18 shall survive the termination any such court in respect of this Agreement, in whole any such action and waives any other requirements of or in partobjections to personal jurisdiction with respect thereto.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person Person who controls any UnderwriterHolder or Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, hereby appoints Corporation Service Company as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person who controls any UnderwriterHolder or Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company 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 aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterHolder or Initial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterHolder or Initial Purchaser, or by any person Person who controls any UnderwriterHolder or Initial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partjurisdiction.

Jurisdiction. The Company Each of the Company, the Selling Shareholder, the International Underwriters and the International Agents agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriterthem, arising out of or based upon this Agreement or the transactions contemplated hereby hereby, may be instituted in any state or federal court in the Borough of Manhattan, City of New York CourtYork, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and waives waive any objection which it they may now or hereafter have to the laying of venue of any such proceedingproceeding and any right to which any of them may be entitled on account of places of residence or domicile, and irrevocably submits submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Petrobras America Inc., with offices located at 00000 Xxxxxxxx Xxxxxx, located at Xxx Xxxxxx XxxxxxXxxxx 0000, Xxxxxxx XxxxxXxxxxxx, 23rd Floor, San Francisco, CA 94105, Xxxxx 00000 as its authorized agent (the “Petrobras Authorized Agent”) ), and the Selling Shareholder has appointed its New Jersey office, located at 000 Xxxxxx Xxxxxx, Suite 2554, Jersey City, NJ 07311 as its authorized agent (the “Selling Shareholder Authorized Agent”), in each case upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any state or federal court in the City of New York CourtYork, New York, by any UnderwriterInternational Underwriter or International Agent, the directors, officers, employees, affiliates employees and agents of any UnderwriterInternational Underwriter or International Agent, or by any person who controls any UnderwriterInternational Underwriter or International Agent, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Petrobras Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service The Selling Shareholder represents and warrants that the Selling Shareholder Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Selling Shareholder agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Subject to applicable law, service of process upon the Petrobras Authorized Agent and the Selling Shareholder Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding Company and the foregoingSelling Shareholder, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partrespectively.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Issuer hereby appoints Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd FloorM.D. Ph.D., San FranciscoAlzheon, CA 94105Inc., 000 Xxxxx Xx. #000, Xxxxxxxxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action arising out of or based upon this Underwriting Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partMassachusetts.

Jurisdiction. The Company agrees Issuer and the Guarantors agree that any suit, action or proceeding against the Company Issuer or any Guarantor brought by any UnderwriterHolder, the directors, officers, employees, affiliates and agents of any Underwriter, Trustees or by any person who controls any Underwriter, the Agent arising out of or based upon this Agreement Indenture, the Guarantees or the transactions contemplated hereby Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Each of the Guarantors has appointed Xxxx Primo Water Holdings Inc., 0000 X. Xxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, Attention: Xxxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105Facsimile: (000) 000-0000), as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Agreement Indenture, the Guarantees or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterNotes, and expressly accepts any action brought under U.S. federal or state securities laws (the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding“Authorized Agent”). Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustees. The Company hereby Issuer and each of the Guarantors represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon any Guarantor. The Issuer and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company. Notwithstanding Issuer or the foregoingGuarantors, any action arising out of or based upon this Agreement as the case may be, and may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, enforced in any court to the jurisdiction of competent jurisdiction in which the Cayman Islands. The provisions of this Section 18 shall survive Issuer or the termination of this AgreementGuarantors, in whole or in partas the case may be, are subject by a suit upon such judgment.

Jurisdiction. The Each of the Company and the Selling Shareholder agrees that any suit, action or proceeding against the Company it brought by any Underwriter, the directors, officers, employees, affiliates officers and agents employees of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any federal or state court (each a “New York Court”) located in the State of New York, County of New York, and waives waives, to the full extent permitted by law, any objection which that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. The Each of the Company and the Selling Shareholder has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates officers and agents employees of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company and the Selling Shareholder hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company and the Selling Shareholder agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany or the Selling Shareholder, as applicable. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates officers and agents employees of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in The Kingdom of the Cayman IslandsNetherlands. The provisions of this Section 18 17(d) shall survive the any termination of this Agreement, in whole or in part.

Jurisdiction. Each of the Company and the Guarantors irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The Company agrees that City of New York over any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon relating to this Agreement or Agreement. Each of the transactions contemplated hereby may be instituted in any New York CourtCompany and the Guarantors irrevocably waives, and waives to the full extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of brought in such a court and any claim that any such suit, action or based upon this Agreement proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company or the transactions contemplated herein which Guarantors has or hereafter may be instituted in acquire any New York Court, by any Underwriter, immunity (on the directors, officers, employees, affiliates and agents grounds of any Underwriter, sovereignty or by any person who controls any Underwriter, and expressly accepts otherwise) from the exclusive jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Guarantors irrevocably waives, to the full extent permitted by law, such court immunity in respect of any such suit, action or proceeding. The Each of the Company and the Guarantors hereby irrevocably appoints CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of the Company and the Guarantors waives, to the full extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company and the Guarantors represents and warrants that the Authorized Agent has accepted such appointment and agent has agreed to act as said its agent for service of process, and each of the Company and the Guarantors agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in parteffect.

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs or the transactions contemplated hereby herein, therein or hereby, may only be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents Notwithstanding the above and warrants that anything in the Authorized Agent has accepted such appointment and has agreed Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder (and any persons holding interests in ADSs)) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or dispute directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this relating to the Deposit Agreement or the ADRs or the transactions contemplated hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, legal suit, action or proceeding brought by any Underwriterparty or parties (including, without limitation, Disputes, legal suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the directorsDepositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement. Any such arbitration shall at the Depositary’s election be conducted either in New York, officersNew York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, employees, affiliates and agents the language of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 such arbitration shall survive the termination of this Agreement, in whole or in partbe English.

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs or the transactions contemplated hereby therein, herein or hereby, may only be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents Notwithstanding the above and warrants that anything in the Authorized Agent has accepted such appointment and has agreed Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder (and any persons holding interests in ADSs)) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or dispute directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this relating to the Deposit Agreement or the ADRs or the transactions contemplated hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, legal suit, action or proceeding brought by any Underwriterparty or parties (including, without limitation, Disputes, legal suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement: provided however, notwithstanding the Depositary’s written notice under this (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, the directorsfederal securities law violation aspects of such claims brought by a Holder against the Company and/or the Depositary may, officersat the option of such Holder, employeesremain in state or federal court in New York, affiliates New York and agents of any Underwriterall other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Holder against the Company and/or the Depositary, including those brought along with, or by any person who controls any Underwriterin addition to, federal securities law violation claims, would be referred to arbitration in any court accordance herewith. Any such arbitration shall at the Depositary’s election be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole American Arbitration Association or in part.Hong Kong following the arbitration rules of the United Nations Commission on

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, hereby appoints Law Debenture Corporate Services Inc. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action action, arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partChile.

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs or the transactions contemplated hereby therein, herein or hereby, may only be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents Notwithstanding the above and warrants that anything in the Authorized Agent has accepted such appointment and has agreed Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder (and any persons holding interests in ADSs)) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or dispute directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this relating to the Deposit Agreement or the ADRs or the transactions contemplated hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, legal suit, action or proceeding brought by any Underwriterparty or parties (including, without limitation, Disputes, legal suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the directorsDepositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement. Any such arbitration shall at the Depositary’s election be conducted either in New York, officersNew York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, employees, affiliates and agents the language of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 such arbitration shall survive the termination of this Agreement, in whole or in partbe English.

Jurisdiction. The Company Each of the parties hereto agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxxhereby appoints CT Corporation System, located at Xxx 100 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or the Placement Agents, the directors, officers, employees, affiliates employees and agents of any UnderwriterHolder or the Placement Agents, or by any person who controls any UnderwriterHolder or the Placement Agents, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding The Company further agrees to take any and all action, including the foregoingexecution and filing of any and all such documents and instruments, any action arising out of or based upon this Agreement as may be instituted by necessary to continue such designation and appointment in full force and effect so long as any Underwriter, of the directors, officers, employees, affiliates and agents Securities shall be outstanding. To the extent that the Company may acquire any immunity from jurisdiction of any Underwritercourt or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or by any person who controls any Underwriterotherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination respect of this Agreement, in whole or in partto the fullest extent permitted by law.

Jurisdiction. The Company and each Guarantor agrees that any suit, action or proceeding against the Company or any Guarantor brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105hereby appoints CT Corporation, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and each Guarantor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each Guarantor agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany and each Guarantor, as applicable. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company Issuer and the Guarantor[s] each agrees that any suit, action or proceeding against the Company Issuer or [the][any] Guarantor brought by any Underwriter, the directors, officers, employees, affiliates Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any U.S. federal or New York Courtstate court in the Borough of Manhattan, The City of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxIssuer and the Guarantor[s] each hereby appoints CT Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any U.S. federal or New York Courtstate court in the Borough of Manhattan, The City of New York, by any Underwriter, the directors, officers, employees, affiliates Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer and the Guarantor[s] each hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer and the Guarantor[s] each agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer or the Guarantor[s], as the case may be. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman IslandsEngland. The provisions parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of this Section 18 shall survive the termination of or relating to this Agreement, in whole or in part.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated hereby Notes may be instituted in any state or Federal court located in the City of New York CourtYork, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Issuer irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner provided by this Indenture. The Issuer has appointed Xxxx Xxxxxxthe Issuer’s General Counsel, located at Xxx Xxxxxx Xxxxxxhis office at the Issuer, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx Xxxxx00000, 23rd Floor, San Francisco, CA 94105or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the City of New York CourtYork, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer’s General Counsel has hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action involving the Issuer arising out of or based upon this Agreement Indenture or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islandsjurisdiction. The provisions Issuer expressly consents to the jurisdiction of this Section 18 shall survive the termination any such court in respect of this Agreementany such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. EACH OF THE ISSUER AND THE TRUSTEE, in whole or in partAND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105hereby appoints CT Corporation, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company and each Guarantor agrees that any suit, action or proceeding against the Company or any Guarantor brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx hereby appoints Xxxxxxxx X. Xxxxx, 23rd FloorDirector, San Francisco, CA 94105Corporate Legal Services, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and each Guarantor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each Guarantor agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany and each Guarantor, as applicable. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any the Underwriter, the Share Borrower, the directors, officers, employeespartners, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriterthe Underwriter and Share Borrower and each affiliate of the Underwriter and Share Borrower, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any court located in the City and County of New York (a "New York Court"), and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd FloorXxx Xxxx, San FranciscoXxx Xxxx 00000, CA 94105Attn: Xxxx X. Xxxxx, as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any the Underwriter, the Share Borrower, the directors, officers, employeespartners, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriterthe Underwriter and Share Borrower and each affiliate of the Underwriter and Share Borrower, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any the Underwriter, the Share Borrower, the directors, officers, employeespartners, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriterthe Underwriter and Share Borrower and each affiliate of the Underwriter and Share Borrower, in any court of competent jurisdiction in the Cayman Republic of the Xxxxxxxx Islands. The provisions of this Section 18 14 shall survive the any termination of this Agreement, in whole or in part.

Jurisdiction. The Company agrees that Notwithstanding the foregoing, upon unanimous consent of all parties to a Dispute, or as may be required to effect enforcement of this Agreement by the Manager, including, without limitation, pursuant to Section 9.6, the disputing party may initiate a small claims action or other litigation in lieu of mandatory mediation and arbitration in a court of competent jurisdiction as provided herein. Any such suit, action, or proceeding shall be brought in Los Angeles, California or in the Chancery Court in the State of Delaware, and each Series Member hereby consents to the jurisdiction of the courts located in Los Angeles, California or the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriteraction, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Courtproceeding, and waives irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such proceedingsuit, and irrevocably submits to the exclusive jurisdiction of such courts action, or proceeding in any such court or that any such suit, action action, or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served proceeding that is brought in any such court has been brought in an inconvenient forum. Each Series Member hereby waives the right to commence an action, suit, action or proceeding seeking to enforce any provisions of, or based on any matter arising out of of, or based upon in connection with, this Agreement or the transactions contemplated herein which hereby or thereby in any court outside of the courts located in Los Angeles, California or in the Chancery Court in the State of Delaware. Process in any suit, action, or proceeding may be instituted served on any party anywhere in any New York Courtthe world, by any Underwriter, whether within or without the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceedingcourt. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding Without limiting the foregoing, any action arising out each party agrees that service of or based upon this Agreement may process on such party by written notice pursuant to Section 14.1 will be instituted by any Underwriter, the directors, officers, employees, affiliates and agents deemed effective service of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islandsprocess on such party. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partEVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR SERIES MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY UNITS HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR ANY SERIES AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR ITS SERIES OR THE RELATIONS UNDER THIS AGREEMENT OR OTHERWISE AS TO THE COMPANY OR ITS SERIES AS BETWEEN OR AMONG ANY SAID PERSONS.

Jurisdiction. The Company Each of the parties hereto irrevocably agrees that that, except as otherwise set forth in this paragraph, any state or federal court sitting in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding against the Company brought by and to settle any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, dispute arising out of or based upon relating to this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts. Each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC hereby appoints the CT Corporation System at 111 Eighth Avenue, New York, NY 10011, or, if otherwise, its pxxxxxxxx xxxxx xx xxxxxxxx xx xxx Xxxy of New York from time to time, as its agent for service of process and agrees that service of any process, summons, notice or the transactions contemplated hereby may document by hand delivery or registered mail upon such agent shall be instituted effective service of process for any suit, action or proceeding brought in any New York Courtsuch court. Each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted brought in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of and any claim that any such suit, action or proceedingproceeding has been brought in an inconvenient forum. The Company hereby represents Each of the Mortgages Trustee, Funding, the Current Issuer and warrants NRPLC agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon each of the Authorized Agent has accepted such appointment Mortgages Trustee, Funding, the Current Issuer and has agreed NRPLC and may be enforced in any other court to act as said agent for whose jurisdiction each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC is or may in the future be subject, by suit upon judgment. Each of the Mortgages Trustee, Funding, the Current Issuer and NRPLC further agrees that nothing herein shall affect the Underwriters' right to effect service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any other manner permitted by law or to bring a suit, action or proceeding (including a proceeding for enforcement of a judgement) in any other court of competent or jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partaccordance with applicable law.

Jurisdiction. The Company agrees Collateral Agent, the Borrower and the Equity Investor agree that any suit, legal action or proceeding by or against the Company brought by any Underwriter, Borrower or the directors, officers, employees, affiliates and agents of any Underwriter, Equity Investor or by any person who controls any Underwriter, with respect to or arising out of this Agreement, the Credit Agreement, or based upon this Agreement or the transactions contemplated hereby any other Loan Document may be instituted brought in any or removed to the courts of the State of New York CourtYork, in and for the County of New York, or of the United States of America for the Southern District of New York, as the Collateral Agent may elect. By execution and delivery of this Agreement, the Collateral Agent, the Borrower, and waives any objection which it may now or hereafter have to the laying Equity Investor accept, for themselves and in respect of venue of any such proceedingtheir property, generally and irrevocably submits to unconditionally, the non-exclusive jurisdiction of such the aforesaid courts. The Collateral Agent, the Borrower and the Equity Investor irrevocably consent to the service of process out of any of the aforementioned courts in any suit, action manner permitted by Legal Requirements. Any such process or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served summons in connection with any suit, such action or proceeding arising out may also be served by mailing a copy thereof by certified or registered mail, or any substantially similar form of mail, addressed to the Borrower, the Equity Investor or the Collateral Agent as provided for notices hereunder. Nothing herein shall affect the right of the Collateral Agent to bring legal action or proceedings in any other competent jurisdiction. The Collateral Agent, the Borrower and the Equity Investor further agree that the aforesaid courts of the State of New York and of the United States of America shall have exclusive jurisdiction with respect to any claim or counterclaim of the Borrower or the Equity Investor based upon the assertion that the rate of interest charged on or under this Agreement, the Credit Agreement and/or the other Loan Documents is usurious. To the fullest extent permitted by applicable law, the Collateral Agent, the Borrower, and the Equity Investor hereby waive any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project, this Agreement, the Credit Agreement or any other Loan Document brought before the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, foregoing courts on the directors, officers, employees, affiliates and agents basis of any Underwriter, improper venue or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceedingforum non-conveniens. The Company Equity Investor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act irrevocably appoints CT Corporation System, 100 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as said its agent for service of process, and the Company agrees process in relation to take any and all action, including the filing of proceedings before any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction courts located in the Cayman Islands. The provisions State of this Section 18 shall survive the termination of New York in connection with this Agreement, in whole or in partthe Credit Agreement and the other Loan Documents to which it is a party.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company or brought by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions offer and sale of the Securities contemplated hereby may be instituted in any State or Federal court in The City of New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxTeva Pharmaceuticals USA, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Inc. (“Teva USA”) as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York CourtYork, New York, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman IslandsIsrael. The provisions Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Section 18 shall survive Agreement or the termination offer and sale of this Agreement, in whole or in partthe Securities contemplated hereby.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, Xxxxx Xxxxxxxxxx located at Xxx Xxxxxx Xxxxxxc/o AfterNext HealthTech Acquisition Corp., Xxxxxxx 000 Xxxxxxxx Xx., Xxxxx 0000, Xxxx Xxxxx, 23rd Floor, San Francisco, CA 94105Xxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.

Jurisdiction. The Company Each of the Company, the Controlling Shareholder and the Selling Shareholders agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Each of the Company, the Controlling Shareholder and the Selling Shareholders has appointed Xxxx XxxxxxCT Corporation System, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Court and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Each of the Company, the Controlling Shareholder and the Selling Shareholders hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, the Controlling Shareholder and the Selling Shareholders. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman IslandsIslands and PRC. The provisions of this Section 18 17 shall survive the any termination of this Agreement, in whole or in part.

Jurisdiction. The Company agrees that any suit, Any action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of party hereto relating in any Underwriter, or by any person who controls any Underwriter, arising out of or based upon way to this Agreement or the transactions contemplated hereby may be instituted brought and enforced in the federal or state courts in the State of Delaware, and each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the jurisdiction of each such court in respect of any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the service of process in any New York Courtsuch action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such person or entity at the address for such person or entity set forth in Section 10(e) hereof of this Agreement or such other address as such person or entity shall notify the other in writing. The foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by law or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection which that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of under or based upon relating to this Agreement or the transactions contemplated herein which may be instituted hereby in any New York Courtcourt located in the State of Delaware or located in any other jurisdiction chosen by the Company in accordance with Section 10(j) hereof. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the State of Delaware is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in any Underwriteraction or proceeding relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of Delaware, of the directors, officers, employees, affiliates and agents United States or of any Underwriter, other country or by any person who controls any Underwriterjurisdiction, and expressly accepts the exclusive jurisdiction of hereby waives any right he might otherwise have to raise or claim or cause to be pleaded any such court immunity at or in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.

Jurisdiction. The Company Each of the parties hereto agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the parties hereto expressly waives the right to the jurisdiction of any other courts by reason of their present or future domicile or by any other reason. The Company has appointed Xxxx Xxxxxxhereby appoints C T Corporation, located at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any UnderwriterHolder or the Initial Purchasers, the directors, officers, employees, affiliates employees and agents of any UnderwriterHolder or the Initial Purchasers, or by any person who controls any UnderwriterHolder or the Initial Purchasers, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding The Company further agrees to take any and all action, including the foregoingexecution and filing of any and all such documents and instruments, any action arising out of or based upon this Agreement as may be instituted by necessary to continue such designation and appointment in full force and effect so long as any Underwriter, of the directors, officers, employees, affiliates and agents Notes shall be outstanding. To the extent that the Company may acquire any immunity from jurisdiction of any Underwritercourt or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or by any person who controls any Underwriterotherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination respect of this Agreement, in whole or in partto the fullest extent permitted by law.

Jurisdiction. The Company agrees By holding or owning an ADR or ADS or an interest therein, Holders and Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Owners brought by the Company brought by or the Depositary arising out of, based upon or relating in any Underwriterway to the Deposit Agreement, the directorsADSs, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in any a state or federal court in New York CourtYork, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The By holding or owning an ADR or ADS or an interest therein, Holders and Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or Owners or any other person or party arising out of, based upon or relating in any way to the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby represents or thereby, including, without limitation, claims under the Securities Act of 1933, may only be instituted in a the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the above and warrants anything in the Deposit Agreement to the contrary, in the Deposit Agreement, each of the parties thereto (i.e. the Company, the Depositary and all Holders and Owners) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly arising out of, based upon or relating in any way to the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or party, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant person or party, or persons or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any party or parties hereto or any other person or party (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and Owners) against the Authorized Agent has accepted Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out below; provided however, notwithstanding the Depositary’s written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, Owner or other person or party, the federal securities law violation aspects of such appointment claims brought by a Holder or Owner or any other person or party against the Company and/or the Depositary may, at the option of such Holder, Owner, person or party, remain in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable) and has agreed all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Hxxxxx, Owner, person or party against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to act arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as said agent for service of processthe appointing authority, and the Company agrees to take any and all action, including the filing language of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent arbitration shall be deemedEnglish, all in every respect, effective service upon accordance with the Companyprovisions in Section 18(b) of the Deposit Agreement. Notwithstanding the foregoingforegoing or anything in this Deposit Agreement to the contrary, any suit, action arising out of or proceeding against the Company based upon this Agreement on the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Depositary in any competent court of competent jurisdiction in the Cayman Islands. The provisions , Hong Kong, the People’s Republic of China, the United States and/or any other court of competent jurisdiction, or, subject to the federal securities law carve-out described in the prior sentence and set forth in Section 18(b) of the Deposit Agreement, by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Section 18 shall survive the termination of this Deposit Agreement, in whole or in part.”

Jurisdiction. The Company agrees that Each of Target, Acquiror and Acquisition Sub hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware (the “Delaware Courts”) for any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, litigation arising out of or based upon relating to this Agreement or and the transactions contemplated hereby may be instituted (and agrees not to commence any litigation relating thereto except in any New York Courtsuch courts), and waives any objection which it may now or hereafter have to the laying of venue of any such proceedinglitigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient forum; provided, and irrevocably submits however, that nothing in this Section 9.6 is intended to waive the right of any party to remove any such action or proceeding commenced in any such Delaware state court to an appropriate Delaware federal court to the exclusive jurisdiction of extent the basis for such courts in any suit, action or proceedingremoval exists under applicable law. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent Acquiror and the Subsidiaries hereby irrevocably (a) appoint CT Corporation System (the “Authorized Process Agent”) upon whom ), with an office on the date hereof in Wilmington, Delaware as their agent to receive on behalf of either of them service of copies of the summons and complaint and any other process which may be served in any suitsuch litigation, action (b) agree that service of process may be made on Acquiror or proceeding arising out Acquisition Sub by mailing, by certified mail, a copy of such summons, complaint or based upon this Agreement other process to Acquiror or Acquisition Sub in care of the transactions contemplated herein Process Agent at the Process Agent’s above address, with a copy to Acquiror or Acquisition Sub, as applicable, at its address for notice specified herein, and (c) authorizes and directs the Process Agent to accept such service on their behalf. Target hereby irrevocably (i) appoints the Process Agent as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be instituted served in any New York Courtsuch litigation, (ii) agrees that service of process may be made on Target by mailing, by any Underwritercertified mail, a copy of such summons, complaint or other process to Target in care of the Process Agent at the Process Agent’s above address, with a copy to Target at its address for notice specified herein, and (iii) authorizes and directs the Process Agent to accept such service on behalf of Target. As an alternative method of service, the directorsparties further agree that the mailing by certified or registered mail, officersreturn receipt requested, employees, affiliates and agents of any Underwriterprocess required by such courts, or to the address specified in Section 9.3, shall constitute valid and lawful service of process against them, without necessity for service by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction other means provided by statute or rule of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partcourt.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx hereby appoints Paracorp Incorporated, 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Xxxxxxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions State of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company Each Issuer agrees that any suit, action or proceeding against the Company any Issuer brought by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates employees and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Each of the entities listed on Schedule III hereto hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any the Supreme Court of the State of New York Courtsitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Notes Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company entities listed on Schedule III hereto agrees to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Companyentities listed on Schedule III hereto. Notwithstanding the foregoingThe parties hereto each hereby waive any right to trial by jury in any action, any action proceeding or counterclaim arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of relating to this Agreement, in whole or in part.

Jurisdiction. The Company agrees that and the Selling Shareholders hereby submit to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit, action suit or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted in and irrevocably and unconditionally waive any New York Court, and waives any objection which it may now or hereafter have objections to the laying of venue of any such proceedingsuit or proceeding arising out of or relating to this Agreement or any transactions contemplated hereby in a Federal or state court in the Borough of Manhattan in The City of New York, and irrevocably submits and unconditionally waive and agree not to the exclusive jurisdiction of such courts plead or claim in any suit, action such court that any such suit or proceedingproceeding in any such court has been brought in an inconvenient forum. The Company has appointed Xxxx irrevocably appoints CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, located at Xxx Xxxxxx XxxxxxXxxx, Xxxxxxx XxxxxXX, 23rd Floor, San Francisco, CA 9410500000, as its authorized agent (in the “Authorized Agent”) Borough of Manhattan in The City of New York upon whom which process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action suit or proceeding. The Company hereby represents and warrants agrees that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of processprocess upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 10, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the filing of any and all documents that action as may be necessary to continue maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Selling Shareholders irrevocably appoint CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, as aforesaidtheir authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding. Service The Selling Shareholders agree that service of process upon such agent, and written notice of said service to the Selling Shareholders by the person serving the same to the address provided in Section 10, shall be deemed in every respect effective service of process upon the Authorized Agent shall be deemed, Selling Shareholders in every respect, effective service upon the Companyany such suit or proceeding. Notwithstanding the foregoing, The Selling Shareholders further agrees to take any and all action arising out of or based upon this Agreement as may be instituted by any Underwriter, necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination date of this Agreement, in whole or in part.

Jurisdiction. The Company Each of PifCo, Petrobras and the Underwriters agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriterthem, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby hereby, may be instituted in any State or federal court in the Borough of Manhattan, City of New York CourtYork, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and waives waive any objection which it they may now or hereafter have to the laying of venue of any such proceedingproceeding and any right to which any of them may be entitled on account of places of residence or domicile, and irrevocably submits submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has Companies have appointed Xxxx Xxxxxxthe New York office of Petrobras, located at Xxx Xxxxxx 000 Xxxxxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which may be instituted in any State or federal court in the City of New York CourtYork, New York, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Companies hereby represents jointly and warrants severally represent and warrant that the Authorized Agent has accepted such appointment appointments and has agreed to act as said agent for service of process, and the Company agrees Companies agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service Subject to applicable law, service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partCompanies.

Jurisdiction. The Company agrees that any suit, Any action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of party hereto relating in any Underwriter, or by any person who controls any Underwriter, arising out of or based upon way to this Agreement or the transactions contemplated hereby may be instituted brought and enforced in the federal or state courts in the State of New York, and each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the jurisdiction of each such court in respect of any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the service of process in any New York Courtsuch action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such person or entity at the address for such person or entity set forth in Section 12(d) hereof of this Agreement or such other address such person or entity shall notify the other in writing. The foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by law or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection which that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of under or based upon relating to this Agreement or the transactions contemplated herein which may be instituted hereby in any court located in the State of New York Courtor located in any other jurisdiction chosen by the Company in accordance with Section 12(i) hereof. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the State of New York is not a convenient forum for any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in any Underwriteraction or proceeding relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the directors, officers, employees, affiliates and agents United States or of any Underwriter, other country or by any person who controls any Underwriterjurisdiction, and expressly accepts the exclusive jurisdiction of hereby waives any right he might otherwise have to raise or claim or cause to be pleaded any such court immunity at or in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in part.

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and beneficial owners of interests in ADSs each irrevocably agree that any legal suit, action or proceeding against or involving Holders or beneficial owners of interests in ADSs brought by the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs or the ADRs or the transactions contemplated hereby thereby or hereby, may be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. By holding an ADS or an interest therein, Holders and beneficial owners of interests in ADSs each also irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary brought by Holders or beneficial owners of interests in ADSs, arising out of or based upon the Deposit Agreement, the ADSs or the ADRs or the transactions contemplated thereby or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that Notwithstanding the Authorized Agent has accepted such appointment and has agreed above or anything in the Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder and beneficial owners of interests in ADSs have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or proceeding directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement relating to the Deposit Agreement, the ADSs or the ADRs or the transactions contemplated thereby or hereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a "Dispute") against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any Underwriterparty or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the directorsDepositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement. Any such arbitration shall at the Depositary’s election be conducted either in New York, officersNew York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, employees, affiliates and agents the language of any Underwriter, or by any person who controls any Underwritersuch arbitration shall be English, in any court of competent jurisdiction each case as provided in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Deposit Agreement, in whole or in part.

Jurisdiction. The Company agrees and Braskem agree that any suit, action or proceeding against the Company or Braskem brought by any Underwriter, the directors, officers, employees, affiliates Affiliates and agents of any Underwriter, or by any person who controls any UnderwriterUnderwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any U.S. federal or state court in the Borough of Manhattan, The City of New York CourtYork, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, and Braskem hereby appoint National Corporate Research as its their authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any U.S. federal or state court in the Borough of Manhattan, The City of New York CourtYork, by any Underwriter, the directors, officers, employees, affiliates Affiliates and agents of any Underwriter, or by any person who controls any UnderwriterUnderwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and Braskem hereby represents represent and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees and Braskem agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaidaforesaid for a period of ten years from the date of this Agreement. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany or Braskem. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates Affiliates and agents of any Underwriter, or by any person who controls any UnderwriterUnderwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,, in any court of competent jurisdiction in Brazil or the Cayman Islands. The provisions parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of this Section 18 shall survive the termination of or relating to this Agreement, in whole or in part.

Jurisdiction. The Company agrees that Guarantor hereby irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York located in New York County with respect to any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, disputes arising out of or based upon in connection with this Agreement Guaranty or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection other Operative Document to which it may now or hereafter have to the laying of venue of any such proceedingis a party. Guarantor hereby designates, appoints and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located empowers C.T. Corporation at Xxx 0000 Xxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San FranciscoXxx Xxxx 00000, CA 94105or such other Person as may from time to time be designated by Guarantor, as in writing to Lessor to receive for it and on its authorized agent (behalf service of process issued out of the “Authorized Agent”) upon whom process may be served courts referred to above in any suit, legal action or proceeding proceedings arising out of or based upon in connection with this Agreement Guaranty or other Operative Document to which it is a party. Guarantor further agrees that failure by its process agent to notify it of the transactions contemplated herein process shall not invalidate the proceedings concerned and consents to the service of process relating to any such proceedings provided that such service of process complies with applicable Law. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the rights of any Beneficiary to take proceedings against Guarantor in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions, preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. Guarantor agrees that in any legal action or proceedings against it or its assets in connection with this Guaranty, no immunity from legal action or proceedings (which shall include, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of it or with respect to its assets, irrevocably waives any such right of immunity which it or its assets now have or may hereafter acquire or which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates attributed to it or its assets and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court consents generally in respect of any such suit, legal action or proceeding. The Company hereby represents and warrants that proceedings to the Authorized Agent has accepted giving of any relief or the issue of any process in connection with such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, action or proceedings including the filing making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any and all documents that order or judgment which may be necessary to continue made or given in such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partproceedings.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement Supplemental Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or State court located in the State of New York, County of New York (“New York Court, ”); and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably accepts and submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxChartered Semiconductor Manufacturing, located Inc., at Xxx Xxxxxx Xxxxxx, Xxxxxxx 1000 XxXxxxxxxx Xxxxx, 23rd FloorMilpitas, San Francisco, CA 94105California 94035, as its authorized agent (the “Company’s Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Supplemental Indenture or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Court and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company consents to process being served in any action or proceeding by mailing a copy thereof by registered or certified mail to the Company’s Authorized Agent. The Company hereby represents and warrants that the Company’s Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Company’s Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement Supplemental Indenture may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any other court of competent jurisdiction jurisdiction, including those in the Cayman IslandsSingapore. [The provisions rest of this Section 18 shall survive the termination of this Agreement, in whole or in partpage has been intentionally left blank.]

Jurisdiction. The Company agrees that any suit, Any legal action or proceeding against the Company brought by with respect to this Agreement or any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, matters arising out of or based upon in connection with this Agreement or otherwise, and any action for enforcement of any judgement in respect thereof shall be brought exclusively in the transactions contemplated State of New York or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, the Company, Parent and the Purchaser each hereby may be instituted accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and appellate courts thereof. The Company, Parent and the Purchaser irrevocably consent to service of process out of any of the aforementioned courts in any New York Courtsuch action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company, Parent or the Purchaser at their respective addresses referred to in Section 8.3 hereof. The Company hereby designates Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP as its representative agent for the service of process, and service upon the Company shall be deemed to be effective upon service of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP. Subsequent to the Effective Time, the Company may designate another corporate agent or law firm reasonably acceptable to Parent and located in New York, New York, as successor agent. The Company, Parent and the Purchaser each hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to of the exclusive jurisdiction of such courts in any suit, action aforesaid actions or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding proceedings arising out of or based upon in connection with this Agreement or otherwise brought in the transactions contemplated herein which may be instituted courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court that any such action or proceeding brought in respect any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed party hereto to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of serve process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partother manner permitted by law.

Jurisdiction. The Company Each of PGF, Petrobras and the Underwriters agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriterthem, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby hereby, may be instituted in any State or federal court in the Borough of Manhattan, City of New York CourtYork, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and waives waive any objection which it they may now or hereafter have to the laying of venue of any such proceedingproceeding and any right to which any of them may be entitled on account of places of residence or domicile, and irrevocably submits submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has Companies have appointed Xxxx Xxxxxxthe New York office of Petrobras, located at Xxx Xxxxxx 000 Xxxxxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which may be instituted in any State or federal court in the City of New York CourtYork, New York, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Companies hereby represents jointly and warrants severally represent and warrant that the Authorized Agent has accepted such appointment appointments and has agreed to act as said agent for service of process, and the Company agrees Companies agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service Subject to applicable law, service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partCompanies.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any the Underwriter, the directors, officers, employeespartners, affiliates employees and agents of any Underwriter, or by any person who controls any the Underwriter and each affiliate of the Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any court located in the City and County of New York (a "New York Court"), and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd FloorXxx Xxxx, San FranciscoXX 00000, CA 94105, Attn: Xxxx X. Xxxxx as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any the Underwriter, the directors, officers, employeespartners, affiliates employees and agents of any Underwriter, or by any person who controls any the Underwriter and each affiliate of the Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any the Underwriter, the directors, officers, employeespartners, affiliates employees and agents of any Underwriter, or by any person who controls any the Underwriter and each affiliate of the Underwriter, in any court of competent jurisdiction in the Cayman Republic of the Xxxxxxxx Islands. The provisions of this Section 18 14 shall survive the any termination of this Agreement, in whole or in part.

Jurisdiction. The Company agrees that Borrower hereby irrevocably submits to the jurisdiction of any court of the State of Louisiana or any court of the United States of America sitting in the Eastern District of Louisiana, as the Bank may elect, in any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon relating to this Agreement or the transactions contemplated hereby any other Loan Document. Borrower irrevocably agrees that all claims in respect of such suit, action or proceeding may be instituted heard and determined in any New York Courtsuch courts. Borrower irrevocably waives, and waives to the fullest extent permitted by law, any objection which it Borrower may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted brought in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwritersuch court, and expressly accepts the exclusive jurisdiction of Borrower further irrevocably waives any such court in respect of any claim that such suit, action or proceedingproceeding brought in any such court has been brought in an inconvenient forum. The Company hereby represents and warrants that Borrower authorizes the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon Borrower by registered mail sent to Borrower at the Authorized Agent shall be deemed, address set forth herein or such other address as Borrower may specify in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates writing to Bank and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islandsmanner specified in Section 8.07 hereof. The provisions of this Section 18 shall survive the termination of this AgreementTHE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) IN ANY COURT ARISING ON, in whole or in partOUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR ANY AMENDMENT OR SUPPLEMENT HERETO OR THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Jurisdiction. The Company agrees and the Selling Shareholder hereby agree that any suit, action or proceeding against the Company or the Selling Shareholder brought by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Each of the Company and the Selling Shareholder has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Abengoa Solar LLC as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company and the Selling Shareholder hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding Company or the foregoingSelling Shareholder, any action arising out of or based upon this Agreement as the case may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islandsbe. The provisions of this Section 18 shall survive the any termination of this Underwriting Agreement, in whole or in part.

Jurisdiction. The Company Each of the parties hereto agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York and in the courts of its own domicile in respect of actions brought against such party as a defendant, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding and waives the right to any other jurisdiction that it may be entitled to by reason of its present or future , and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding and waives the right to any other jurisdiction that it may be entitled to by reason of domicile or other reason. The Company has appointed Xxxx Each of the Mexican Note Guarantors, CEMEX España and New Sunward hereby appoints CEMEX NY Corporation, 000 Xxxxxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San FranciscoXX 00000, CA 94105U.S.A., Attention: Legal Counsel; telephone: (000)000-0000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any New York Court, by any Underwriter, of such courts. Each of the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts parties appointing the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Authorized Agent as provided herein hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take take, and have each of the Mexican Note Guarantors, CEMEX España and New Sunward take, any and all action, including the execution and filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the CompanyMexican Note Guarantors, CEMEX España and New Sunward. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any UnderwriterInitial Purchaser, the directors, officers, employees, affiliates Affiliates and agents of any UnderwriterInitial Purchaser, or by any person who controls any UnderwriterInitial Purchaser, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partMexico.

Jurisdiction. The Company agrees Issuer and each Guarantor agree that any suit, action or proceeding against the Company Issuer or any Guarantor brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, Trustee or by any person who controls any Underwriter, the Security Agent arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated hereby Note Guarantees may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Notes or the Note Guarantees, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any Guarantor, as the case may be, are subject by a suit upon such judgment; provided that service of process is effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer and the Guarantors not resident in the United States has appointed Xxxx XxxxxxNational Registered Agents, Inc., located at Xxx Xxxxxx 00 Xxxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd FloorXxx Xxxx 00000, San Francisco, CA 94105or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture, the Notes or the Note Guarantees or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company National Registered Agents, Inc. has hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action involving the Issuer arising out of or based upon this Agreement Indenture, the Notes or the Note Guarantees may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, Trustee or by any person who controls any Underwriter, the Security Agent in any other court of competent jurisdiction in the Cayman Islandsjurisdiction. The provisions Issuer expressly consents to the jurisdiction of this Section 18 shall survive the termination any such court in respect of this Agreementany such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. EACH OF THE ISSUER, in whole or in partTHE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Jurisdiction. The Company agrees that Borrower hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York in any suitaction or proceeding brought against it by the Agent or the Lenders under this Agreement or under any document delivered hereunder and the Borrower hereby irrevocably appoints SEACOR Management Services Inc. with an office at 1370 Avenue of the Americas, New York, New York, its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such action or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of the Borrower service of summons and other legal process of any such action or proceeding against the Company brought by any UnderwriterBorrower. The service, the directorsas herein provided, officers, employees, affiliates and agents of any Underwriter, such summons or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted other legal process in any New York Courtsuch action or proceeding shall be deemed personal service and accepted by the Borrower as such, and waives any objection which it may now or hereafter have to shall be legal and binding upon the laying of venue Borrower for all the purposes of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the “Authorized fact and of the amount of any indebtedness of a Borrower to any Lender or the Agent”) upon whom process may be served against the Borrower in any suit, such legal action or proceeding arising out shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. The Borrower will advise the Agent promptly of any change of address of the foregoing agent or based upon this Agreement of the substitution of another agent therefor. In the event that the foregoing agent or any other agent appointed by the Borrower shall not be conveniently available for such service or if the Borrower fails to maintain an agent as provided herein, the Borrower hereby irrevocably appoints the person who then is the Secretary of State of the State of New York as such attorney-in-fact and agent. The Borrower will advise the foregoing agent of the appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Agent or the transactions contemplated herein which Lenders may be instituted bring any legal action or proceeding in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partother appropriate jurisdiction.

Jurisdiction. The Company agrees By holding or owning an ADR or ADS or an interest therein, Holders and Owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Owners brought by the Company brought by or the Depositary arising out of, based upon or relating in any Underwriterway to the Deposit Agreement, the directorsADSs, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted in any a state or federal court in New York CourtYork, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The By holding or owning an ADR or ADS or an interest therein, Holders and Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or Owners or any other person or party arising out of, based upon or relating in any way to the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby represents or thereby, including, without limitation, claims under the Securities Act of 1933, may only be instituted in a the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the above and warrants anything in the Deposit Agreement to the contrary, in the Deposit Agreement, each of the parties thereto (i.e. the Company, the Depositary and all Holders and Owners) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any dispute, suit, action, controversy, claim or proceeding directly or indirectly arising out of, based upon or relating in any way to the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties hereto (including, without limitation, Disputes, suits, actions or proceedings brought against Holders and Owners) or any other person or party, by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may in its sole discretion require, by written notice to the relevant person or party, or persons or parties, that any Dispute, suit, action, controversy, claim or proceeding brought by any party or parties hereto or any other person or party (including, without limitation, Disputes, suits, actions or proceedings brought by Holders and Owners) against the Authorized Agent has accepted Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out below; provided however, notwithstanding the Depositary’s written notice under this clause (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, Owner or other person or party, the federal securities law violation aspects of such appointment claims brought by a Holder or Owner or any other person or party against the Company and/or the Depositary may, at the option of such Holder, Owner, person or party, remain in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable) and has agreed all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Hxxxxx, Owner, person or party against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to act arbitration in accordance herewith. Any such arbitration shall, at the Depositary’s election, be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as said agent for service of processthe appointing authority, and the Company agrees to take any and all action, including the filing language of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent arbitration shall be deemedEnglish, all in every respect, effective service upon accordance with the Companyprovisions in Section 18(b) of the Deposit Agreement. Notwithstanding the foregoingforegoing or anything in this Deposit Agreement to the contrary, any suit, action arising out of or proceeding against the Company based upon this Agreement on the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Depositary in any competent court of competent jurisdiction in the Cayman Islands. The provisions , Hong Kong, the People’s Republic of China, the United States and/or any other court of competent jurisdiction, or, subject to the federal securities law carve-out described in the prior sentence and set forth in Section 18(b) of the Deposit Agreement, by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Section 18 shall survive the termination of this Deposit Agreement, in whole or in part.

Jurisdiction. The Company Issuer agrees that any suit, action or proceeding against the Company Issuer brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture or the transactions contemplated hereby Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company Issuer irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer and may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment; provided that service of process is effected upon the Issuer in the manner provided by this Indenture. The Issuer has appointed Xxxx XxxxxxArdagh Holdings USA Inc., located at Xxx c/o The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxxxxxxxxx, 23rd FloorXxxxxxxx 00000, San Francisco, CA 94105or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company Issuer agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyIssuer. Notwithstanding the foregoing, any action involving the Issuer arising out of or based upon this Agreement Indenture or the Notes may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islandsjurisdiction. The provisions Issuer expressly consents to the jurisdiction of this Section 18 shall survive the termination any such court in respect of this Agreement, in whole any such action and waives any other requirements of or in partobjections to personal jurisdiction with respect thereto and waives any right to trial by jury.

Jurisdiction. The Company Each of PGF, Petrobras and the Underwriters agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriterthem, arising out of or based upon this Underwriting Agreement or the transactions contemplated hereby hereby, may be instituted in any state or federal court in the Borough of Manhattan, City of New York CourtYork, New York, or in the competent courts of their own corporate domiciles with respect to actions brought against any of them as a defendant, and waives waive any objection which it they may now or hereafter have to the laying of venue of any such proceedingproceeding and any right to which any of them may be entitled on account of places of residence or domicile, and irrevocably submits submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has Companies have appointed Xxxx Xxxxxxthe New York office of Petrobras, located at Xxx Xxxxxx 000 Xxxxxxxxx Xxxxxx, Xxxxxxx 00xx Xxxxx, 23rd FloorXxx Xxxx, San Francisco, CA 94105, Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Underwriting Agreement or the transactions contemplated herein which may be instituted in any state or federal court in the City of New York CourtYork, New York, by any Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company Companies hereby represents jointly and warrants severally represent and warrant that the Authorized Agent has accepted such appointment appointments and has agreed to act as said agent for service of process, and the Company agrees Companies agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service Subject to applicable law, service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partCompanies.

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriterthe Manager, the directors, officers, employees, affiliates and agents of any Underwriterthe Manager, or by any person who controls any Underwriterthe Manager, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxxhereby appoints Xxxxxx X. Xxxxxxxx, located at Xxx Xxxxxx XxxxxxChief Financial Officer, Clean Energy Fuels Corp., 0000 XxxXxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, Xxxxxxxxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which that may be instituted in any State or U.S. federal court in The City of New York Courtand County of New York, by any Underwriterthe Manager, the directors, officers, employees, affiliates and agents of any Underwriterthe Manager, or by any person who controls any Underwriterthe Manager, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriterthe Manager, the directors, officers, employees, affiliates and agents of any Underwriterthe Manager, or by any person who controls any Underwriterthe Manager, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partDelaware.

Jurisdiction. The Company agrees that (a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any suitappellate court from any thereof, in any action or proceeding against the Company brought by any Underwriterproceeding, the directors, officers, employees, affiliates and agents of any Underwriter, whether in contract or by any person who controls any Underwriterin tort or otherwise, arising out of or based upon relating to this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, or for recognition or enforcement of any judgment relating thereto, and each of the transactions contemplated Parties hereby irrevocably and unconditionally (1) agrees not to commence any such action or proceeding except in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal court of the United States of America sitting in the State of Delaware), (2) agrees that any claim in respect of any such action or proceeding may be instituted heard and determined in any New York Courtthe Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and waives any appellate court from any thereof, (3) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out in the Delaware Court of or based upon this Agreement or Chancery (and if jurisdiction in the transactions contemplated herein which may be instituted in any New York Court, by any UnderwriterDelaware Court of Chancery is unavailable, the directors, officers, employees, affiliates and agents Federal courts of any Underwriter, or by any person who controls any Underwriterthe United States of America sitting in the State of Delaware), and expressly accepts (4) waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, the defense of any an inconvenient forum to the maintenance of such court in respect of any such suit, action or proceeding. The Company hereby represents proceeding in the Delaware Court of Chancery (and warrants that if jurisdiction in the Authorized Agent has accepted such appointment and has agreed to act as said agent for service Delaware Court of processChancery is unavailable, and the Company agrees to take any and all action, including Federal courts of the filing United States of any and all documents that may be necessary to continue such appointment America sitting in full force and effect as aforesaid. Service the State of process upon the Authorized Agent shall be deemed, in every respect, effective service upon the CompanyDelaware). Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, including but not limited to any dispute arising out of or based upon this Agreement may be instituted by relating in any Underwriter, way to the directors, officers, employees, affiliates and agents of any Underwriter, Debt Commitment Letter or by any person who controls any Underwriterthe performance thereof, in any court forum other than the Supreme Court of competent the State of New York, Borough of Manhattan, or, if under applicable law exclusive jurisdiction is vested in the Cayman IslandsFederal courts of the State of New York (and appellate courts thereof). The provisions Each of this Section 18 shall survive the termination of this Agreement, Parties agrees that a final judgment in whole any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in partany other manner provided by Law.

Jurisdiction. The Company agrees By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company brought by any Underwriter, or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterDepositary, arising out of or based upon this Agreement the Deposit Agreement, the ADSs or the transactions contemplated hereby therein, herein or hereby, may only be instituted in any a state or federal court in New York CourtYork, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents Notwithstanding the above and warrants that anything in the Authorized Agent has accepted such appointment and has agreed Deposit Agreement to act as said agent for service the contrary, in the Deposit Agreement each of processthe parties thereto (i.e. the Company, and the Company agrees to take any Depositary and all Holders from time to time of ADRs issued thereunder (and any persons holding interests in ADSs)) have agreed that: (i) the Depositary may, in its sole discretion, elect to institute any action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemedcontroversy, in every respectclaim or dispute directly or indirectly based on, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this relating to the Deposit Agreement or the ADRs or the transactions contemplated hereby or thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination (a “Dispute”) against any other party or parties (including, without limitation, Disputes brought against Holders and owners of interests in ADSs), by having the Dispute referred to and finally resolved by an arbitration conducted under the terms set out below, and (ii) the Depositary may be instituted in its sole discretion require, by written notice to the relevant party or parties, that any Dispute, legal suit, action or proceeding brought by any Underwriterparty or parties (including, without limitation, Disputes, legal suits, actions or proceedings brought by Holders and owners of interests in ADSs) against the Depositary shall be referred to and finally settled by an arbitration conducted under the terms set out in the Deposit Agreement: provided however, notwithstanding the Depositary’s written notice under this (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, the directorsfederal securities law violation aspects of such claims brought by a Holder against the Company and/or the Depositary may, officersat the option of such Xxxxxx, employeesremain in state or federal court in New York, affiliates New York and agents of any Underwriterall other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Holder against the Company and/or the Depositary, including those brought along with, or by any person who controls any Underwriterin addition to, federal securities law violation claims, would be referred to arbitration in any court accordance herewith. Any such arbitration shall at the Depositary’s election be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole American Arbitration Association or in part.Hong Kong following the arbitration rules of the United Nations Commission on

Jurisdiction. The Company agrees and the Guarantors agree that any suit, action or proceeding against the Company or the Guarantors brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated hereby Notes Guarantees may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Notes, or the Notes Guarantees, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company or the applicable Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Company or the applicable Guarantor, as the case may be, are subject by a suit upon such judgment; provided, however, that service of process is effected upon the Company or the applicable Guarantor, as the case may be, in the manner provided by this Indenture or by any other legal means. Each of the Company and the Guarantors has appointed Xxxx XxxxxxCT Corporation System, located with offices on the date hereof at Xxx 000 Xxxxxx Xxxxxx, Xxxxxxx XxxxxXxx Xxxx, 23rd Floor, San Francisco, CA 94105XX 00000, as its authorized agent (the “Authorized Agent”) upon whom ), for service of process may be served in any suit, action or proceeding arising out of or based upon this Agreement or Indenture, the transactions contemplated herein Notes and the Notes Guarantees which may be instituted in any U.S. federal or New York Courtstate court located in the City of New York, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Each of the Company and the Guarantors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees and the Guarantors agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany and the Guarantors. Notwithstanding the foregoing, any action involving the Company or the Guarantor arising out of or based upon this Agreement Indenture, the Notes or the Notes Guarantees may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any court of competent jurisdiction in New York, New York. Each of the Cayman Islands. The provisions Company and the Guarantors agrees to take any and all action as may be necessary to maintain the designation and appointment of this Section 18 shall survive an agent in full force and effect until December 15, 2022 (or earlier, if the termination of this Agreement, Notes are prepaid in whole or in partfull).

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter or Sub-Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter or Sub-Underwriter, or by any person who controls any Underwriter or Sub-Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the City of New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceedingpreceding, and irrevocably submits submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Xxxx Xxxxxx, located at Xxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 23rd Floor, San Francisco, CA 94105, CT Corporation System as its authorized agent (the “"Authorized Agent”") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any state or federal court in the City of New York CourtYork, New York, by any Underwriter or Sub-Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter or Sub-Underwriter, or by any person person, if any, who controls any Underwriter or Sub-Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter or Sub-Underwriter, the directors, officers, employees, affiliates employees and agents of any Underwriter or Sub-Underwriter, or by any person who controls any Underwriter or Sub-Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partCanada.

Jurisdiction. The Company agrees Issuer and each Guarantor agree that any suit, action or proceeding against the Company Issuer or any Guarantor brought by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee arising out of or based upon this Agreement Indenture, the Notes or the transactions contemplated hereby Note Guarantees may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, and waives any objection which it may now or hereafter have to the laying of venue of appellate court from any such proceedingthereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Issuer and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Notes or the Note Guarantees, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or any Guarantor, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or any Guarantor, as the case may be, are subject by a suit upon such judgment; provided that service of process is effected upon the Issuer or any Guarantor, as the case may be, in the manner provided by this Indenture. Each of the Issuer and the Guarantors not resident in the 000 Xxxxxx Xxxxxx has appointed Xxxx National Registered Agents, Inc., located 00 Xxxxxxx Xxxxxx, located at Xxx Xxxxxx XxxxxxXxxx, Xxxxxxx XxxxxXxx Xxxx 00000, 23rd Floor, San Francisco, CA 94105or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Indenture, the Notes or the Note Guarantees or the transactions contemplated herein which may be instituted in any state or Federal court in the Borough of Manhattan, New York CourtYork, New York, by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any UnderwriterTrustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company National Registered Agents, Inc. has hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action involving the Company arising out of or based upon this Agreement Indenture, the Notes or the Note Guarantees may be instituted by any Underwriter, Holder or the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Trustee in any other court of competent jurisdiction in the Cayman Islandsjurisdiction. The provisions Company expressly consents to the jurisdiction of this Section 18 shall survive the termination any such court in respect of this Agreementany such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. EACH OF THE ISSUER, in whole or in partTHE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Jurisdiction. The Company agrees that hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit, action suit or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in federal courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of such court that any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts suit or proceeding in any suit, action or proceedingsuch court has been brought in an inconvenient forum. The Company has appointed Xxxx appoints Xxxxx X. Xxxxx, Xxxx, Xxxxxx & Xxxxxxxxx, 0 Xxxxx XxXxxxx Xxxxxx, located at Xxx Xxxxxx XxxxxxXxxxx 0000, Xxxxxxx XxxxxXxxxxxx, 23rd FloorXX 00000-0000, San Francisco, CA 94105or such other agent as the Company in its discretion may appoint, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suitsuch suit or proceeding, action or proceeding arising out and agrees that service of or based process upon this Agreement or such agent, and written notice of said service to the transactions contemplated herein which may Company, by the person serving the same to the address provided in Section 15(b), shall be instituted deemed in every respect effective service of process upon the Company in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the exclusive jurisdiction of any such court in respect of any such suit, action suit or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company further agrees to take any and all action, including the filing of any and all documents that action as may be necessary to continue such appointment maintain an agent for service of process in full force and effect as aforesaid. Service for a period of process upon three years from the Authorized Agent shall be deemed, in every respect, effective service upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in the Cayman Islands. The provisions of this Section 18 shall survive the termination date of this Agreement. Notice of any change in the Company’s appointed agent for service of process shall be given to the Representative in accordance with Section 15(b) herein. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in whole or the space provided below. Very truly yours, GOLDCORP INC. By: “Xxxxxxx Xxxx” Name: Xxxxxxx Xxxx Title: Executive VP, CFO Accepted: June 1, 2009 X.X. XXXXXX SECURITIES INC. For itself and on behalf of the several Initial Purchasers listed in part.Schedule 1 hereto. By: “Xxxxxxx Xxxxxxxxx” Name: Xxxxxxx Xxxxxxxxx Title: Managing Director Schedule 1 Initial Purchaser Principal Amount X.X. Xxxxxx Securities Inc. $ 375,006,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 112,500,000 Xxxxxx Xxxxxxx & Co. Incorporated 112,500,000 BMO Capital Markets Corp. 16,666,000 CIBC World Markets Corp. 16,666,000 Deutsche Bank Securities Inc. 16,666,000 GMP Securities L.P. 16,666,000 Xxxxxxx, Sachs & Co. 16,666,000 Macquarie Capital Markets Canada Ltd. 16,666,000 RBC Capital Markets Corporation 16,666,000 Scotia Capital (USA) Inc. 16,666,000 UBS Securities LLC 16,666,000 Total $ 750,000,000 Schedule 2 List of Material Subsidiaries of the Company Goldcorp Canada Ltd. Minera Peñasquito S.A. de C.V. Desarrollos Mineros San Xxxx S.A. de C.V. Montana Exploradora de Guatemala S.A. Schedule 3 List of Directors and Officers of the Company

Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement Supplemental Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or State court located in the State of New York, County of New York (“New York Court, ”); and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably accepts and submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Xxxx XxxxxxChartered Semiconductor Manufacturing, located Inc., at Xxx Xxxxxx Xxxxxx, Xxxxxxx 0000 XxXxxxxxxx Xxxxx, 23rd FloorMilpitas, San Francisco, CA 94105California 94035, as its authorized agent (the “Company’s Authorized Agent”) ), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement Supplemental Indenture or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, Court and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company consents to process being served in any action or proceeding by mailing a copy thereof by registered or certified mail to the Company’s Authorized Agent. The Company hereby represents and warrants that the Company’s Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Company’s Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement Supplemental Indenture may be instituted by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any other court of competent jurisdiction jurisdiction, including those in the Cayman Islands. The provisions of this Section 18 shall survive the termination of this Agreement, in whole or in partSingapore.