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

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] acting through its office at [ ], New York, New York as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the Indenture or its Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] [C T Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX] as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ [C T Corporation] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] [CT Corporation acting through its office at [ ]000 Xxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, USA] as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ [CT Corporation] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] [C T Corporation acting through its office at [ ]00 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX] as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ [C T Corporation] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] CT Corporation acting through its office at [ ]000 Xxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] CT Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] C T Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the Indenture or its Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] C T Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] [C T Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX] as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ [C T Corporation] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor Issuer shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] acting through its office at [ ]Company has (i) irrevocably designated and appointed CT Corporation System, New York000 Xxxxxx Xxxxxx, New York Xxx Xxxx, Xxx Xxxx 00000, as its the Company's authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or the Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or the Indenture has been satisfied Deposit Agreement remains in force. In the event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices thereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] Corporation Service Company, acting through its office at [ ]1133 Avenue of the Americas, Sxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, New York as such agent shall furnish in writing to the Company and the Trustee) as its authorized agent (the “Company Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the this Indenture or its Guaranteethe Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security Security, and agrees that service of process Upon such authorized agentupon the Company Authorized Agent, together with written notice of said service mailed or delivered to the New Guarantor by the Person serving the same Company, addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding, and the Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the Securities or of this Indenture until the appointment of a successor Company Authorized Agent by the Company and such successor’s acceptance of such appointment. The Company reserves the right to appoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Company Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Company Authorized Agent shall terminate. If for any reason Corporation Service Company ceases to be able to act as the Company Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company will appoint a successor Company Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect for as long as required hereunder. The Guarantor hereby appoints Corporation Service Company, acting through its office at 1133 Avenue of the Americas, Sxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Guarantor and the Trustee) as its authorized agent (the “Guarantor Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture (except with respect to the Subordinated Guarantee for which the exclusive court of venue for all litigation with the Guarantor arising from the legal relations established thereunder is Frankfurt am Main, Germany), instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security, and agrees that service of process upon the Guarantor Authorized Agent, together with written notice of said service mailed or delivered to the Guarantor, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have (except, for the avoidance of doubt, with respect to the laying Subordinated Guarantee for which the exclusive court of venue for all litigation with the venue of any such Guarantor arising from the legal action or proceedingrelations established thereunder is Frankfurt am Main, Germany). Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, so long as the case may be, to the Trustee Holders of Securities shall have any rights pursuant to the terms thereof, of the Securities and or of this Indenture until the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the a successor Guarantor Authorized Agent under this Section 103 shall be automatically by the Guarantor and unconditionally irrevocably terminatedsuch successor’s acceptance of such appointment. Notwithstanding the foregoing, the New The Guarantor reserves the right to appoint another Person located person located, or with an office office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Guarantor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Guarantor Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] Corporation Service Company ceases to be able to act as the Guarantor Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Guarantor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, for as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantorlong as required hereunder.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Company and the Guarantor hereby appoints [ ] C T Corporation System acting through its office at [ ]000 Xxxxxx Xxxxxx, New York00xx Xxxxx, New York Xxx Xxxx, XX 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it the Company or the Guarantor with respect to its their respective obligations under the this Indenture or its Guarantee, as the case may beSecurities of any series, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and each of the Company and the Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service to the New Company and the Guarantor by the Person serving the same addressed as provided in Section 102 hereof‎Section 1.05, shall be deemed in every respect effective service of process upon the New Company and the Guarantor in any such legal action or proceeding, . Each of the Company and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment designation shall be irrevocable by the Company or the Guarantor until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, each of the New Company and the Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New YorkPerson, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment consent to service of process by such a successor the appointment designation of the prior Authorized Agent shall terminate. The New Company and the Guarantor shall give written notice to the Trustee and all Holders of the appointment designation by it of a successor Authorized Agent. If for any reason [ ] C T Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New YorkAgent, the New Company and the Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Company and the Guarantor further agrees agree to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof discharged. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors Company and the New Guarantor shall be deemed, in every respect, effective service of process on the New Company and the Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Substitute Issuer hereby appoints [ ] C T Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the Indenture or its Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Guarantor Substitute Issuer by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor Substitute Issuer in any such legal action or proceeding, and the New Guarantor Substitute Issuer hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor Substitute Issuer reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Substitute Issuer shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] C T Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Substitute Issuer will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Substitute Issuer further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Former Issuer, the Guarantors Substitute Issuer and the New Guarantor Guarantors shall be deemed, in every respect, effective service of process on the New GuarantorSubstitute Issuer.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] CT Corporation System acting through its office at [ ]0000 Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx as its authorized agent (the “"Authorized Agent”") upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Supplemental Indenture and the Indenture or its Guarantee, as the case may be, New Guarantee instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Issued Security and agrees that service of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Issued Securities issued under the Indenture have been paid by the Issuer Company, the Original Guarantor or a the New Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such this Supplemental Indenture, the Issued Securities, the Original Guarantee and the New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] reasons CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture and this Supplemental Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen of the Indenture. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] CT Corporation System acting through its office at [ ]00 Xxxxxxx Xx 00xx Xxxxx, New YorkXxx Xxxx, New York XX 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it the Company with respect to its obligations under the this Indenture or its Guarantee, as the case may beSecurities of any series, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and the Company agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service to the New Guarantor Company by the Person serving the same addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor . The Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment designation shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor Company reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment consent to service of process by such a successor the appointment designation of the prior Authorized Agent shall terminate. The New Guarantor Company shall give written notice to the Trustee and all Holders of the appointment designation by it of a successor Authorized Agent. If for any reason [ ] CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof discharged. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the IssuerCompany, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorCompany.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer, the Guarantors, the Trustee and the Agents agree that any legal suit, action or proceeding arising out of or relating to this First Supplemental Indenture, and each of the Issuer and the Guarantors agrees that any legal suit, action or proceeding arising out of or relating to the Notes and the Guarantees, may be instituted in any U.S. federal or New Guarantor hereby appoints [ ] acting through its office at [ ]York state court in the Borough of Manhattan, The City of New York, New York and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. Each of the Issuer and the Guarantors hereby appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this First Supplemental Indenture, the Indenture Notes or its Guaranteethe Guarantees, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security and agrees that service Note. Each of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, Issuer and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor Guarantors reserves the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor and notice to the Trustee and the Holders the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] the designee, appointee and agent hereunder ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will Issuer and the Guarantors shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Each of the Issuer and the Guarantors further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the this First Supplemental Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen of the Indenture. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer or the Guarantors, as the case may be. Notwithstanding the foregoing, any action arising out of or relating to this First Supplemental Indenture may be instituted in any court of competent jurisdiction in England. Each of the Issuer, the Guarantors, the Trustee and the Agents 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 First Supplemental Indenture, the Notes, the Guarantees and the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] CT Corporation System acting through its office at [ ]0000 Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Supplemental Indenture and the Indenture or its Guarantee, as the case may be, New Guarantee instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Issued Security and agrees that service of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Issued Securities issued under the Indenture have been paid by the Issuer Company, the Original Guarantor or a the New Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such this Supplemental Indenture, the Issued Securities, the Original Guarantee and the New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] reasons CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture and this Supplemental Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen of the Indenture. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] [C T Corporation acting through its office at [ ]00 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX] as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ [C T Corporation] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor Issuer shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] CT Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] CT Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] C T Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the Indenture or its Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Substitute Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] C T Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Substitute Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] acting Robxxx X. Xxxxxxxxxx, xcting through its office at [ ]299 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xr such other address in the Borough of Manhattan, The City of New York, New York as such agent shall furnish in writing to the Trustee) as its authorized agent (the “"Authorized Agent”") upon which process may be served in any legal action or proceeding against it with respect to its obligations under the this Indenture or its Guaranteethe Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security Security, and agrees that service of process Upon such authorized agentupon the Authorized Agent, together with written notice of said service mailed or delivered to the New Guarantor by the Person serving the same Company, addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives waives, to the extent it may effectively do so, any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, so long as the case may be, to the Trustee Holders of Securities shall have any rights pursuant to the terms thereof, of the Securities and or of this Indenture until the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the a successor Authorized Agent under this Section 103 shall be automatically by the Company and unconditionally irrevocably terminatedsuch successor's acceptance of such appointment. Notwithstanding the foregoing, the New Guarantor The Company reserves the right to appoint another Person located person located, or with an office office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases the Robxxx X. Xxxxxxxxxx xxases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.as

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby (i) irrevocably designates and appoints [ ] acting through its office CT Corporation, now at [ ]000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, New York as its the Companys authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the Indenture has event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been satisfied so mailed. 25. UNCERTIFICATED AMERICAN DEPOSITARY SHARES DTC DIRECT REGISTRATION SYSTEM. Notwithstanding anything to the contrary in the Deposit Agreement: (a)American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed as Exhibit A to the Deposit Agreement summarizes the terms and discharged conditions of, and will be the prospectus required under the Securities Act of 1933 for, both certificated and uncertificated American Depositary Shares. Except for those provisions of the Deposit Agreement that by their nature do not apply to uncertificated American Depositary Shares, all the provisions of the Deposit Agreement shall apply, mutatis mutandis, to both certificated and uncertificated American Depositary Shares. (b)(i)The term deliver, or its noun form, when used with respect to Receipts, shall mean (A) bookentry transfer of American Depositary Shares to an account at The Depository Trust Company, or its successor (DTC), designated by the person entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person, (B) registration of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a statement confirming that registration or (C) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more Receipts. (ii)The term surrender, when used with respect to Receipts, shall mean (A) one or more bookentry transfers of American Depositary Shares to the DTC account of the Depositary, (B) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (C) surrender to the Depositary at its Corporate Trust Office of one or more Receipts evidencing American Depositary Shares. (c)American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. (d)The Depositary shall have a duty to register a transfer, in the case of uncertificated American Depositary Shares, upon receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below). The Depositary, upon surrender of a Receipt for the purpose of exchanging it for uncertificated American Depositary Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging them for certificated American Depositary Shares, shall execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. (e)Upon satisfaction of the conditions for replacement of a Receipt that is mutilated, lost, destroyed or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form unless otherwise requested by the Owner. (f)(i) The parties acknowledge that the Direct Registration System (DRS) and Profile Modification System (Profile) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (ii) In connection with and in accordance with Article Four the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or Article Twelve thereof Service otherwise ascertain that the DTC participant which is claiming to be acting on behalf of process upon an Owner in requesting a registration of transfer and delivery as described in subsection (i) above has the Authorized Agent addressed actual authority to it at act on behalf of the address set forth aboveOwner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, as such address may be changed within the Borough provisions of Manhattan, Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The City of New York by notice given parties agree that the Depositarys reliance on and compliance with instructions received by the Authorized Agent to Depositary through the Trustee, together DRS/Profile System and in accordance with written notice of such service mailed the Deposit Agreement shall not constitute negligence or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process bad faith on the New Guarantorpart of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] U.S. Bank National Association, acting through its office at [ ]000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, New York as such agent shall furnish in writing to the Trustee) as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the this Indenture or its Guaranteethe Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder holder of any Security Security, and agrees that service of process Upon such authorized agentupon the Authorized Agent, together with written notice of said service mailed or delivered to the New Guarantor by the Person serving the same Company, addressed as provided in Section 102 hereof13.03, shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives waives, to the extent it may effectively do so, any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, so long as the case may be, to the Trustee holders of Securities shall have any rights pursuant to the terms thereof, of the Securities and or of this Indenture until the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the a successor Authorized Agent under this Section 103 shall be automatically by the Company and unconditionally irrevocably terminatedsuch successor’s acceptance of such appointment. Notwithstanding the foregoing, the New Guarantor The Company reserves the right to appoint another Person located person located, or with an office office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] U.S. Bank National Association ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, for as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantorlong as required hereunder.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] CT Corporation System acting through its office at [ ]000 Xxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx 00000 as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its the Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and the Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor it in any such legal action or proceeding, . Each of the Company and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment designation shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New YorkPerson, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment consent to service of process by such a successor successor, the appointment designation of the prior Authorized Agent shall terminate. The New Guarantor shall give written notice to the Trustee and all Holders of the appointment designation by it of a successor Authorized Agent. If for any reason [ ] CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New YorkAgent, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof discharged. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Company and each Guarantor hereby appoints [ ] Corporation Service Company acting through its office at [ ]000 Xxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx in the United States as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this First Supplemental Indenture, the Indenture Notes or its Guaranteeany Guarantee of the Notes, as the case may be, instituted in any United States federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security Note and agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service to the New Guarantor Company or the relevant Guarantor, as the case may be, by the Person person serving the same addressed as provided to its principal office specified in Section 102 hereofthe first paragraph of this First Supplemental Indenture or at any other address previously furnished in writing to the Trustee, shall be deemed in every respect effective service of process upon the New Guarantor Company or the relevant Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Company and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding proceeding, and waives any objection which it may now or hereafter have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a Guarantorthe Guarantors, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves Company and the Guarantors reserve the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] Corporation Service Company ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Company and the Guarantors will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Company and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this First Supplemental Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen of the Existing Indenture. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Company and the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorCompany and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer, the Guarantors, the Trustee and the Agents agree that any legal suit, action or proceeding arising out of or relating to this Third Supplemental Indenture, and each of the Issuer and the Guarantors agrees that any legal suit, action or proceeding arising out of or relating to the Notes and the Guarantees, may be instituted in any U.S. federal or New Guarantor hereby appoints [ ] acting through its office at [ ]York state court in the Borough of Manhattan, The City of New York, New York and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. Each of the Issuer and the Guarantors hereby appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Third Supplemental Indenture, the Indenture Notes or its Guaranteethe Guarantees, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security and agrees that service Note. Each of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, Issuer and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor Guarantors reserves the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor and notice to the Trustee and the Holders the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] the designee, appointee and agent hereunder ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will Issuer and the Guarantors shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Each of the Issuer and the Guarantors further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Third Supplemental Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen of the Indenture. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer or the Guarantors, as the case may be. Notwithstanding the foregoing, any action arising out of or relating to this Third Supplemental Indenture may be instituted in any court of competent jurisdiction in England. Each of the Issuer, the Guarantors, the Trustee and the Agents 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 Third Supplemental Indenture, the Notes, the Guarantees and the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The New Guarantor Company hereby (i) irrevocably designates and appoints [ ] acting through its office Avianca Inc., located at [ ]100 Xxxx 00xx Xxxxxx, New YorkXxxxx 0000, New York Xxx Xxxx, Xxx Xxxx 00000, as its the Company's authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or this Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the Indenture has been satisfied event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth aboveand consents that, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trusteeextent permitted by law, together with written notice of any such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by internationally recognized overnight courier, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices hereunder. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] acting through its office at [ ], New York, New York as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the Indenture or its Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.. ARTICLE TWO Provisions of General Application

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Company and the Guarantor hereby appoints [ ] Corporation Service Company acting through its office at [ ]0000 Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Company and the Guarantor by the Person serving the same addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company or the Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Company and the Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Company and the Guarantor reserves reserve the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Company or the Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] Corporation Service Company ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Company and the Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Company and the Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors Company and the New Guarantor shall be deemed, in every respect, effective service of process on the New Company and the Guarantor, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] Robert C. Dinerstein, acting through its office at [ ]299 Park Avenue, New YorkNex Xxxx, New York Xxx Xxxx 00071 (or such other address in thx Xxxxxxx xx Xxxxxxxxx, Xxx Xxxx xx Xxx Xork, as such agent shall furnish in writing to the Trustee) as its authorized agent (the “"Authorized Agent”") upon which process may be served in any legal action or proceeding against it with respect to its obligations under the this Indenture or its Guaranteethe Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security Security, and agrees that service of process Upon such authorized agentupon the Authorized Agent, together with written notice of said service mailed or delivered to the New Guarantor by the Person serving the same Company, addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives waives, to the extent it may effectively do so, any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, so long as the case may be, to the Trustee Holders of Securities shall have any rights pursuant to the terms thereof, of the Securities and or of this Indenture until the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the a successor Authorized Agent under this Section 103 shall be automatically by the Company and unconditionally irrevocably terminatedsuch successor's acceptance of such appointment. Notwithstanding the foregoing, the New Guarantor The Company reserves the right to appoint another Person located person located, or with an office office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] the Robert C. Dinerstein ceases to be able to act as the Authorized Agent or to have an address xx xx xxxx xx xxxxxxs in the Borough of Manhattan, The City of New York, the New Guarantor Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, for as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantorlong as required hereunder.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] Corporation Service Company, acting through its office at [ ]1133 Avenue of the Americas, Sxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, New York as such agent shall furnish in writing to the Company and the Trustee) as its authorized agent (the “Company Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under the this Indenture or its Guaranteethe Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security Security, and agrees that service of process Upon such authorized agentupon the Company Authorized Agent, together with written notice of said service mailed or delivered to the New Guarantor by the Person serving the same Company, addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding, and the Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the Securities or of this Indenture until the appointment of a successor Company Authorized Agent by the Company and such successor’s acceptance of such appointment. The Company reserves the right to appoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Company Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Company Authorized Agent shall terminate. If for any reason Corporation Service Company ceases to be able to act as the Company Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company will appoint a successor Company Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect for as long as required hereunder. The Guarantor hereby appoints Corporation Service Company, acting through its office at 1133 Avenue of the Americas, Sxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Guarantor and the Trustee) as its authorized agent (the “Guarantor Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture (except with respect to the Guarantee for which the exclusive court of venue for all litigation with the Guarantor arising from the legal relations established thereunder is Frankfurt am Main, Germany), instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security, and agrees that service of process upon the Guarantor Authorized Agent, together with written notice of said service mailed or delivered to the Guarantor, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have (except, for the avoidance of doubt, with respect to the laying Guarantee for which the exclusive court of venue for all litigation with the venue of any such Guarantor arising from the legal action or proceedingrelations established thereunder is Frankfurt am Main, Germany). Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, so long as the case may be, to the Trustee Holders of Securities shall have any rights pursuant to the terms thereof, of the Securities and or of this Indenture until the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the a successor Guarantor Authorized Agent under this Section 103 shall be automatically by the Guarantor and unconditionally irrevocably terminatedsuch successor’s acceptance of such appointment. Notwithstanding the foregoing, the New The Guarantor reserves the right to appoint another Person located person located, or with an office office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Guarantor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Guarantor Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] Corporation Service Company ceases to be able to act as the Guarantor Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Guarantor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect until the Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, for as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on the New Guarantorlong as required hereunder.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The New Guarantor Company hereby (i) irrevocably designates and appoints [ ] acting through its office at [ ]Txxxxx X. Xxxxx, Informa plc, 100 Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, in the State of New York, New York as its the Company's authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or this Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the Indenture has been satisfied event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted by applicable law, the Issuer irrevocably submits to the jurisdiction of the Courts of England in any suit or proceeding based on or arising under this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The New Guarantor Issuer, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum or inappropriate forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints [ ] acting through its office at [ ]Twyford Bathrooms (the "AUTHORIZED AGENT"), New York, New York as its authorized agent (the “Authorized Agent”) upon which whom process may be served in any legal action such suit or proceeding against proceeding. The Issuer represents that it with respect has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. The Issuer hereby irrevocably authorizes and directs its Authorized Agent to its obligations under the Indenture or its Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, accept such service. The City of New York by the Holder of any Security and Issuer further agrees that service of process Upon such authorized agent, together with upon its Authorized Agent and written notice of said service to the New Guarantor Issuer mailed by the Person serving the same addressed as provided in Section 102 hereof, first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the New Guarantor Issuer in any such legal action suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in the Grand Duchy of Luxembourg and the New Guarantor hereby irrevocably submits to Issuer expressly accepts the non-exclusive jurisdiction of any such court in respect of any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, 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 Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.10 are intended to be effective upon the execution of this Indenture and waives the Notes without any objection it may have to the laying of the venue of any such legal further action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it introduction of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough true copy of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor into evidence shall be deemed, in every respect, effective service of process on the New Guarantorconclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby (i) irrevocably designates and appoints [ ] acting through its office at [ ]CT Corporation System, New York100 Xxxxxx Xxxxxx, New York Xxx Xxxx, Xxx Xxxx 00000, in the United States of America, as its the Company's authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect (including, but not limited to, any arbitral proceeding contemplated by Section 7.06) arising out of or relating to its obligations under the Indenture H Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or this Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force and for a period of seven years thereafter. In the Indenture has been satisfied event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE H SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] CT Corporation acting through its office at [ ]00 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] CT Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The New Guarantor Company hereby (i) irrevocably designates and appoints [ ] acting through its office at [ ]CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such subsequent or successor agent as shall be appointed by the Company following notice to the Depositary, in the State of New York, New York as its the Company's authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or this Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the Indenture has been satisfied event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Issuer and each Guarantor hereby appoints [ ] C T Corporation acting through its office at [ ]20 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx, 00000, XXX as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or the Holder of any Security Security. Each of the Issuer and each Guarantor agrees that service of process Upon upon such authorized agentAuthorized Agent, together with written notice of said service mailed or delivered to the New Guarantor Issuer or such Guarantor, as the case may be, by the Person serving the same addressed address as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Issuer and each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts this Indenture has been satisfied and discharged in respect of the principal of and any premium and interest due and to become due on accordance with Article Four or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the GuaranteesArticle Twelve hereof; provided, however, that upon release of the New any Guarantor pursuant to Section 1302 of the Indenture1302, such New Guarantor’s appointment of the Authorized Agent under this Section 103 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, each of the New Issuer and each Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Issuer or such Guarantor, as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] C T Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, each of the New Issuer and each Guarantor will shall appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Parent Guarantor shall be deemed, in every respect, effective service of process on the New GuarantorIssuer and the Guarantors, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor Company hereby appoints [ ] [CT Corporation System acting through its office at [ ]1633 Broadway, New York, New York York] as its authorized agent (the “"Authorized Agent”") upon which process may be served in any legal action or proceeding against it with respect to its obligations under the this Indenture or its Guarantee, as the case may beSecurities of any series, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Guarantor Company by the Person serving the same addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company, in any such legal action or proceeding, and the New Guarantor Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Guarantor Company reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor Company shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ [CT Corporation System] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor Company shall be deemed, in every respect, effective service of process on the New GuarantorCompany.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Company and the Guarantor hereby appoints [ ] CT Corporation System acting through its office at [ ]0000 Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Company and the Guarantor by the Person person serving the same addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company or the Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Company and the Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Company and the Guarantor reserves reserve the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Company and the Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Company and the Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors Company and the New Guarantor shall be deemed, in every respect, effective service of process on the New Company and the Guarantor, respectively.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Guarantor hereby appoints [ ] acting through its office at [ ]Company has (i) irrevocably designated and appointed CT Corporation System, New York000 Xxxxxx Xxxxxx, New York Xxx Xxxx, Xxx Xxxx 00000, as its the Company’s authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or the Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or the Indenture has been satisfied Deposit Agreement remains in force. In the event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices thereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer, the Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and each of the Issuer and the Company agrees that any legal suit, action or proceeding arising out of or relating to the Securities and the Guarantees, may be instituted in any U.S. federal or New Guarantor York state court in the Borough of Manhattan, The City of New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. Each of the Issuer and the Company hereby appoints [ ] acting through its office at [ ]CT Corporation System, New York000 Xxxxxx Xxxxxx, New York 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its the Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security and agrees that service Security. Each of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, Issuer and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor Company reserves the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor and notice to the Trustee and the Holders the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] the designee, appointee and agent hereunder ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Issuer and the Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Each of the Issuer and the Company further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Guarantor Company shall be deemed, in every respect, effective service of process on the New GuarantorIssuer or the Company, as the case may be.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Company and the Guarantor hereby appoints [ ] CT Corporation System acting through its office at [ ]0000 Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security and agrees that service of process Upon upon such authorized agent, together with written notice of said service to the New Company and the Guarantor by the Person person serving the same addressed as provided in Section 102 hereof105, shall be deemed in every respect effective service of process upon the New Guarantor Company or the Guarantor, as the case may be, in any such legal action or proceeding, and each of the New Company and the Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Company and the Guarantor reserves reserve the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Company and the Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Company and the Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the IssuerCompany or the Guarantor, as the Guarantors and the New Guarantor case may be, shall be deemed, in every respect, effective service of process on the New Company or the Guarantor, as the case may be.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The New Each of the Company and the Guarantor hereby appoints [ ] CT Corporation System acting through its office at [ ]0000 Xxxxxxxx, New YorkXxx Xxxx, New York Xxx Xxxx as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its any Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security and agrees that service each of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, Company and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the this Indenture have been paid by the Issuer Company or a the Guarantor, as the case may be, to the Trustee pursuant to the terms thereofhereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminatedGuarantee. Notwithstanding the foregoing, the New Company and the Guarantor reserves reserve the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Company and the Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Each of the Company and the Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the IssuerCompany or the Guarantor, as the Guarantors and the New Guarantor case may be, shall be deemed, in every respect, effective service of process on the New Company or the Guarantor, as the case may be.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The New Guarantor Company hereby (i) irrevocably designates and appoints [ ] acting through its office at [ ]Txxxxx X. Xxxxx, Informa PLC, 100 Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, in the State of New York, New York as its the Company's authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or this Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the Indenture has been satisfied event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. JURY TRIAL WAIVER. The New Guarantor hereby appoints [ Company has (i) appointed [_________________________________] acting through its office at [ ], New York, New York as its the Company’s authorized agent (the “Authorized Agent”) upon which process may be served in any legal action suit or proceeding against it with respect (including any arbitration proceeding) arising out of or relating to its obligations under the Indenture Shares or its GuaranteeDeposited Securities, as the case may beAmerican Depositary Shares, instituted in the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court in the Borough of Manhattan, The City State of New York by the Holder of in which any Security such suit or proceeding may be instituted, and (iii) agrees that service of process Upon such upon said authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, agent shall be deemed in every respect effective service of process upon the New Guarantor Company in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action suit or proceeding. Such appointment shall be irrevocable until all amounts in respect The Company agrees to deliver, upon the execution and delivery of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or this Deposit Agreement, a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon written acceptance of such appointment by such a successor the agent of its appointment of the prior Authorized Agent shall terminateas such agent. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Company further agrees to take any and all action, including the filing of any and all such documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the Indenture has been satisfied event the Company fails to continue such designation and discharged appointment in accordance with Article Four or Article Twelve thereof Service full force and effect, the Company hereby waives personal service of process upon the Authorized Agent addressed to it at the address set forth above, as and consents that any such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New Guarantor shall be deemed, in every respect, effective service of process on may be made by certified or registered mail, return receipt requested, directed to the New GuarantorCompany at its address last specified for notices hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer, the Company and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this First Supplemental Indenture, and each of the Issuer and the Company agrees that any legal suit, action or proceeding arising out of or relating to the Notes and the Guarantees, may be instituted in any U.S. federal or New Guarantor York state court in the Borough of Manhattan, The City of New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. Each of the Issuer and the Company hereby appoints [ ] acting through its office at [ ]CT Corporation System, New York000 Xxxxxx Xxxxxx, New York 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Indenture Securities of any series or its the Guarantee, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security and agrees that service Note. Each of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the New Guarantor in any such legal action or proceeding, Issuer and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees; provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated. Notwithstanding the foregoing, the New Guarantor Company reserves the right to appoint another Person person located or with an office in the Borough of Manhattan, The City of New York, selected in its their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor and notice to the Trustee and the Holders the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [ ] the designee, appointee and agent hereunder ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New Guarantor Issuer and the Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor Each of the Issuer and the Company further agrees to take any and all action, including the filing of any and all documents and instruments instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until the this First Supplemental Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve thereof Thirteen of the Indenture. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, Issuer or the Guarantors and the New Guarantor Company shall be deemed, in every respect, effective service of process on the New GuarantorIssuer or the Company, as the case may be.