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

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree 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. The Issuer and each Guarantor hereby irrevocably waive, 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 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the (a) The Issuer and each the Guarantor irrevocably submits submit to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in Manhattan, the City of New York, County and State of New Yorkany appellate court from any such court thereof, United States of Americawith respect to any legal suit, in any suit action or proceeding based on or arising out of under the Securities or under or in connection with this Indenture, the Notes or the Guarantees, Indenture and irrevocably agrees agree that all claims in respect of such suit or proceeding may shall be determined in any such court. Each of the The Issuer and each Guarantor, the Guarantor irrevocably waive to the fullest extent permitted by applicable law, irrevocably and fully waives any objection to any such suit, including actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such suit legal suit, action or proceeding. The Issuer and the Guarantor agree that the final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantor, as applicable, and may be enforced in any court in the jurisdiction of which the Issuer or the Guarantor, as applicable, is subject by a suit upon such judgment. To the extent permitted by law, the Issuer and the Guarantor hereby waive any objections to the enforcement by any competent court in Spain of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. (b) To the extent either the Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such party hereby irrevocably designates waives such immunity in respect of its respective obligations under the Indenture and the Securities of each series to the fullest extent permitted by law. (c) By the execution and delivery of this Indenture, each of the Issuer and the Guarantor hereby appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized its agent upon whom which process may be served in any legal suit, action or proceeding which may be instituted in any U.S. federal or New York State state court in the Borough of Manhattan in Manhattan, the City, County and State City of New York, United States York arising out of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (relating to the “U.K. Authorized Agent” and, together with the U.S. Authorized AgentSecurities, the “Authorized Agents”)Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is at 000 Xxxxxx XxxxxxXxxxxx #00, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor00000, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such said service to the Issuer and each Guarantoror the Guarantor by the Person servicing the same addressed as provided by Section 1.5, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each the Guarantor, as the case may berespectively, in any such suit legal action or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action in any such suit or proceeding Such appointment shall be conclusive and may be enforced in other jurisdictions by suit on irrevocable so long as the judgment or in Holders of Securities shall have any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, rights pursuant 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 terms thereof or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture until the appointment of a successor by the Issuer or the Guarantor with the consent of the Trustee and the Notes without any further action by such successor’s acceptance of such appointment. Each of the Issuer and the GuarantorsGuarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matterssuccessor.

Submission to Jurisdiction; Appointment of Agent for Service. To (a) By the fullest extent permitted by applicable lawexecution and delivery of this Agreement, each of Underwriter, the Issuer Company and each Guarantor irrevocably the Parent (i) submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, York or the United States District Court for the Southern District of Americathe Xxxxx xx Xxx Xxxx (each a “New York Court”) for the purpose of any suit, in any suit action, counterclaim or other proceeding based on or arising out of this Agreement, or under any of the agreements or in connection with transactions contemplated by this IndentureAgreement, the Notes or Registration Statement and the GuaranteesProspectuses (each, and irrevocably a “Legal Action”), (ii) agrees that all claims in respect of such suit or proceeding any Legal Action may be heard and determined in any such court. Each of the Issuer and each GuarantorNew York Court, (iii) waives, to the fullest extent permitted by applicable law, irrevocably any immunity from jurisdiction of any New York Court or from any legal process therein, and fully waives the defense of an inconvenient forum (iv) waives, to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner fullest extent permitted by law, any claim that such Legal Action is brought in an inconvenient forum. The Issuer and each Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit Each Underwriter, the Company (on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waiveits behalf and, to the extent permitted by applicable law, on behalf of its shareholder and affiliates) and the Parent (on its behalf and on behalf of its shareholders and affiliates) each waive all right to trial by jury in any immunity to jurisdiction to which it may otherwise be entitled Legal Action (includingwhether based upon contract, without limitation, immunity to pre-judgment attachment, post-judgment attachment and executiontort or otherwise) in any legal suit, action or proceeding against it way arising out of or based on relating to this IndentureAgreement. (b) The Company, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture Parent and the Notes without each Underwriter agree that a non-appealable judgment in any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence such Legal Action brought in any such court shall be conclusive and final evidence binding upon the Company, the Parent, and the Underwriters, as applicable, and may be enforced in any other court, the jurisdiction of which the Company, the Parent, and the Underwriters are or may be subject to, by suit upon such judgment. (c) The Company hereby irrevocably appoints Photowatt Technologies USA Inc., with offices at 500-X Xxxxxx Xxxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx, 00000, as its agent for service of process in any Legal Action described in the preceding paragraph and agrees that service of process in any such Legal Action may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such mattersagent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. (d) The Parent irrevocably appoints Matrix Solar Technologies, Inc., with offices at 500-X Xxxxxx Xxxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx 00000, as its agent for service of process in any Legal Action described in Section 16(a) and agrees that service of process in any such Legal Action may be made upon it at the office of such agent. The Parent waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Parent represents and warrants that such agent has agreed to act as the Parent’s agent for service of process, and the Parent agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. To (a) By the fullest extent permitted by applicable lawexecution and delivery of this Agreement, each of Underwriter and the Issuer and each Guarantor irrevocably Company (i) submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, York or the United States District Court for the Southern District of Americathe State of New York (each a “New York Court”) for the purpose of any suit, in any suit action, counterclaim or other proceeding based on or arising out of this Agreement, or under any of the agreements or in connection with transactions contemplated by this IndentureAgreement, the Notes or Registration Statement and the GuaranteesProspectuses (each, and irrevocably a “Legal Action”), (ii) agrees that all claims in respect of such suit or proceeding any Legal Action may be heard and determined in any such court. Each of the Issuer and each GuarantorNew York Court, (iii) waives, to the fullest extent permitted by applicable law, irrevocably any immunity from jurisdiction of any New York Court or from any legal process therein, and fully waives the defense of an inconvenient forum (iv) waives, to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner fullest extent permitted by law, any claim that such Legal Action is brought in an inconvenient forum. The Issuer Each Underwriter and each Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit the Company (on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waiveits behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) each waive all right to trial by jury in any immunity to jurisdiction to which it may otherwise be entitled Legal Action (includingwhether based upon contract, without limitation, immunity to pre-judgment attachment, post-judgment attachment and executiontort or otherwise) in any legal suit, action or proceeding against it way arising out of or based on relating to this Indenture, the Notes or the transactions contemplated hereby. Agreement. (b) The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture Company and the Notes without each Underwriter agree that a non-appealable judgment in any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence such Legal Action brought in any such court shall be conclusive and final evidence binding upon the Company and the Underwriters, as applicable, and may be enforced in any other court, the jurisdiction of which the Company and the Underwriters are or may be subject to, by suit upon such judgment. (c) The Company hereby irrevocably appoints FMD Service (Ontario) Inc., with offices at Toronto Dominion Tower, Toronto-Dominion Centre, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0, as its agent for service in Ontario of process in any Legal Action described in the preceding paragraph and agrees that service of process in any such Legal Action may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such mattersagent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer Company and each Guarantor the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New YorkXxx Xxxx, County and State of New YorkXxxxxx xxx Xxxxx xx Xxx Xxxx, United States Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer Company and each Guarantorthe Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT the Corporation System Service Company (the “U.S. Authorized Agent”) ), as their its authorized agent upon whom process may be served in any legal suit, action such suit or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means)proceeding. The Issuer Company and each Guarantor the Guarantors hereby irrevocably authorize and direct the their Authorized Agents Agent to accept such service. The Issuer Company and each Guarantor the Guarantors further agree that service of process upon the their Authorized Agents Agent and written notice of such service to the Issuer Company and each Guarantorthe Guarantors, as the case may be, as set forth above above, shall be deemed in every respect effective service of process upon the Issuer Company or each Guarantorthe Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company and each Guarantor the Guarantors agree 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. The Issuer Company and each Guarantor the Guarantors hereby irrevocably waive, 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 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer Company and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each (a) Each of the Issuer Company and each Guarantor the Selling Shareholders, severally and not jointly, irrevocably submits to the non-exclusive jurisdiction of and venue any New York State or United States Federal court sitting in any court of England and Wales and any federal or state court in the Borough of Manhattan in the The City of New YorkYork over any suit, County and State of New York, United States of America, in any suit action or proceeding based on or arising out of or under or in connection with relating to this IndentureAgreement, the Notes Time of Sale Information, the Prospectus, the Registration Statement, the ADS Registration Statement or the Guarantees, and irrevocably agrees that all claims in respect offering of such suit or proceeding may be determined in any such courtthe ADSs. Each of the Issuer Company and each Guarantorthe Selling Shareholders irrevocably waives, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum any 56 objection which it may now or hereafter have to the maintenance laying of venue of any such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding brought in such a court and any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in claim that any legal such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Company or the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court in England or from any legal process with respect to itself or its property, each of the Company and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agentsuch Selling Shareholder, as applicable, irrevocably waives, to the case may befullest extent permitted by law, for such immunity in respect of any such suit, action or proceeding. (b) Each of the Issuer Company and each GuarantorDragon Era Group, as the case may be severally and not jointly, hereby irrevocably consents to be served with notice of appoints Law Debenture Corporate Services Inc. as its agent for service of process by delivery in any suit, action or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or proceeding described in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx preceding paragraph and agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final suit, action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on made upon it at the judgment or in any other lawful manneroffice of such agent. The Issuer Each of the Company and each Guarantor hereby irrevocably waiveDragon Era Group, severally and not jointly, waives, to the fullest 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 other requirements of or based on this Indentureobjections to personal jurisdiction with respect thereto. Each of the Company and Dragon Era Group, severally and not jointly, represents and warrants that such agent has agreed to act as its agent for service of process, and each of the Notes or Company and Dragon Era Group agrees, severally and not jointly, to take any and all action, including the transactions contemplated hereby. The provisions filing of this Section 12.7 are intended any and all documents and instruments, that may be necessary to be effective upon the execution of this Indenture continue such appointment in full force and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matterseffect.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer Company and each Guarantor the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New YorkXxx Xxxx, County and State of New YorkXxxxxx xxx Xxxxx xx Xxx Xxxx, United States Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Second Supplemental Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer Company and each Guarantorthe Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT the Corporation System Service Company (the “U.S. Authorized Agent”) ), as their its authorized agent upon whom process may be served in any legal suit, action such suit or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means)proceeding. The Issuer Company and each Guarantor the Guarantors hereby irrevocably authorize and direct the their Authorized Agents Agent to accept such service. The Issuer Company and each Guarantor the Guarantors further agree that service of process upon the their Authorized Agents Agent and written notice of such service to the Issuer Company and each Guarantorthe Guarantors, as the case may be, as set forth above above, shall be deemed in every respect effective service of process upon the Issuer Company or each Guarantorthe Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company and each Guarantor the Guarantors agree 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. The Issuer Company and each Guarantor the Guarantors hereby irrevocably waive, 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 12.7 6 are intended to be effective upon the execution of this Second Supplemental Indenture and the Notes without any further action by the Issuer and Company, the Guarantors, Guarantors or the Trustee and the introduction of a true copy of this Second Supplemental Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the (a) The Issuer and each the Guarantor irrevocably submits submit to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in Manhattan, the City of New York, County and State of New Yorkany appellate court from any such court thereof, United States of Americawith respect to any legal suit, in any suit action or proceeding based on or arising out of under the Securities or under or in connection with this Indenture, the Notes or the Guarantees, Indenture and irrevocably agrees agree that all claims in respect of such suit or proceeding may shall be determined in any such court. Each of the The Issuer and each Guarantor, the Guarantor irrevocably waive to the fullest extent permitted by applicable law, irrevocably and fully waives any objection to any such suit, including actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such suit legal suit, action or proceeding. The Issuer and the Guarantor agree that the final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantor, as applicable, and may be enforced in any court in the jurisdiction of which the Issuer or the Guarantor, as applicable, is subject by a suit upon such judgment. To the extent permitted by law, the Issuer and the Guarantor hereby waive any objections to the enforcement by any competent court in Spain of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. (b) To the extent either the Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such party hereby irrevocably designates waives such immunity in respect of its respective obligations under the Indenture and the Securities of each series to the fullest extent permitted by law. (c) By the execution and delivery of this Indenture, each of the Issuer and the Guarantor hereby appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized its agent upon whom which process may be served in any legal suit, action or proceeding which may be instituted in any U.S. federal or New York State state court in the Borough of Manhattan in Manhattan, the City, County and State City of New York, United States York arising out of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (relating to the “U.K. Authorized Agent” and, together with the U.S. Authorized AgentSecurities, the “Authorized Agents”)Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 at 100 Xxxxxx XxxxxxXxxxxx #00, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor00000, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such said service to the Issuer and each Guarantoror the Guarantor by the Person servicing the same addressed as provided by Section 1.5, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each the Guarantor, as the case may berespectively, in any such suit legal action or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action in any such suit or proceeding Such appointment shall be conclusive and may be enforced in other jurisdictions by suit on irrevocable so long as the judgment or in Holders of Securities shall have any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, rights pursuant 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 terms thereof or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture until the appointment of a successor by the Issuer or the Guarantor with the consent of the Trustee and the Notes without any further action by such successor’s acceptance of such appointment. Each of the Issuer and the GuarantorsGuarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matterssuccessor.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the (a) The Issuer and each the Guarantor irrevocably submits submit to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in Manhattan, the City of New York, County and State of New Yorkany appellate court from any such court thereof, United States of Americawith respect to any legal suit, in any suit action or proceeding based on or arising out of under the Securities or under or in connection with this Indenture, the Notes or the Guarantees, Indenture and irrevocably agrees agree that all claims in respect of such suit or proceeding may shall be determined in any such court. Each of the The Issuer and each Guarantor, the Guarantor irrevocably waive to the fullest extent permitted by applicable law, irrevocably and fully waives any objection to any such suit, including actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such suit legal suit, action or proceeding. The Issuer and the Guarantor agree that the final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantor, as applicable, and may be enforced in any court in the jurisdiction of which the Issuer or the Guarantor, as applicable, is subject by a suit upon such judgment. To the extent permitted by law, the Issuer and the Guarantor hereby waive any objections to the enforcement by any competent court in Spain of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. (b) To the extent either the Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such party hereby irrevocably designates waives such immunity in respect of its respective obligations under the Indenture and the Securities of each series to the fullest extent permitted by law. (c) By the execution and delivery of this Indenture, each of the Issuer and the Guarantor hereby appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized its agent upon whom which process may be served in any legal suit, action or proceeding which may be instituted in any U.S. federal or New York State state court in the Borough of Manhattan in Manhattan, the City, County and State City of New York, United States York arising out of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (relating to the “U.K. Authorized Agent” and, together with the U.S. Authorized AgentSecurities, the “Authorized Agents”)Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 at 111 Xxxxxx XxxxxxXxxxxx #00, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor00000, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and xxd written notice of such said service to the Issuer and each Guarantoror the Guarantor by the Person servicing the same addressed as provided by Section 1.5, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each the Guarantor, as the case may berespectively, in any such suit legal action or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action in any such suit or proceeding Such appointment shall be conclusive and may be enforced in other jurisdictions by suit on irrevocable so long as the judgment or in Holders of Securities shall have any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, rights pursuant 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 terms thereof or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture until the appointment of a successor by the Issuer or the Guarantor with the consent of the Trustee and the Notes without any further action by such successor’s acceptance of such appointment. Each of the Issuer and the GuarantorsGuarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matterssuccessor.