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 Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In the event the Issuer fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer 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. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtsJury Trial Waiver. The Issuer Company hereby (i) irrevocably designatesdesignates and appoints Avianca Inc., appoints and empowers ▇▇▇▇located at 1▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, as its the Company's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against arising out of or relating to the Issuer in Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court as described in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms in which any such suit or proceeding may be instituted, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Deposit Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer Company hereby waives personal service of process upon it and consents that that, to the extent permitted by law, any such service of process may be made by certified or registered mailinternationally recognized overnight courier, return receipt requested, directed to the Issuer Company at its address last specified for notices hereunder. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, and service so made shall be deemed completed five 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 (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the DepositaryWHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that Company hereby (i) irrevocably designates and appoints CT Corporation, 111 8th Avenue, New York, New York 10011, in the federal or state courts in The City State of New York shall have jurisdiction to hear and determine York, as ▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ch process may be served in any suit, action suit or proceeding and to settle any dispute that may arise arising out of or in connection with relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement andAgreement, for such purposes, irrevocably (ii) consents and submits to the non-exclusive jurisdiction of any state or federal court in the State of New York in which any such courtssuit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Issuer hereby irrevocably designatesDepositary agrees to provide notice to the Company, appoints in accordance with Section 7.05 hereof, of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or other constitute a waiver of such service of process. The Company agrees to deliver to the Depositary, upon the execution and empowers ▇▇▇▇▇▇ ▇▇▇delivery of this Deposit Agreement, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized a written acceptance by such agent to receive and accept for and on its behalf, and on behalf of its propertiesappointment as such agent. The Company further agrees to take any and all action, assets and revenues, service by mail including the filing of any and all legal processsuch documents and instruments, summons, notices and documents that as may be served necessary to continue such designation and appointment in full force and effect for so long as any suit, action American Depositary Shares or proceeding brought against the Issuer Receipts remain outstanding or this Agreement remains in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8force. If for any reason the Agent authorized agent shall cease to be available to act as such, the Issuer Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory 7.07 and deliver to the Depositary. The Issuer further hereby irrevocably consents and agrees that service Depositary written notice, in accordance with Section 7.05 hereof, of any and all legal processsuch new authorized agent, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof which notice shall take effect upon the Agent shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding (whether or not the appointment Depositary's receipt of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumnotice. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear Company hereby (i) irrevocably designates and determine any suitappoints CT Corporation, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers 11▇ ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, in the State of New York, (the “Agent”) as its the Company’s authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer Company in any federal or state court (as described in Section 7.6 of the preceding sentence Deposit Agreement) arising out of or in relating to the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as suchShares or Deposited Securities, the Issuer agrees to designate a new agent in New York on American Depositary Shares, the terms Receipts or the Deposit Agreement and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby (ii) irrevocably consents and agrees that to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the IssuerCompany, by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 of the Deposit Agreement. The Issuer Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably Company agrees to deliver, upon the execution and unconditionally waivesdelivery of the Deposit Agreement, a written acceptance by the Agent of its appointment as such agent. The Company further agrees to take any and all action, including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In the event the Issuer fails may be necessary to continue such designation and appointment in full force and effecteffect for so long as any American Depositary Shares or Receipts remain outstanding or the Deposit Agreement remains in force. If for any reason the Agent shall cease to be available to act as such, the Issuer hereby waives personal service Company agrees to designate a new agent in New York on the terms and for the purposes of process upon it this Article 23 and consents that any such service Section 7.8 of process may be made by certified or registered mail, return receipt requested, directed the Deposit Agreement reasonably satisfactory to the Issuer 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 mailedDepositary. The provisions of this Article 23 and Section 7.8 of the Deposit Agreement shall survive any termination of this the Deposit Agreement Agreement, in whole or the resignation or removal of the Depositaryin part.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that Company hereby (i) irrevocably designates and appoints CT Corporation System, in the federal United States of America, as the Company's authorized agent upon which process may be served in any suit or state courts proceeding (including, but not limited to, any arbitral proceeding as contemplated by Section 7.06 of this Deposit Agreement) in The City any United States or State court in the State of New York shall have jurisdiction to hear and determine any suitYork, action or proceeding and to settle any dispute that may arise County of New York, arising out of or in connection with relating to the Shares or other Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement andAgreement, for such purposes, irrevocably (ii) consents and submits to the non-exclusive jurisdiction of any court in which any such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalfsuit or proceeding may be instituted, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any process upon said authorized agent and all legal process, summons, notices and documents in any suit, action or proceeding against written notice of such service to the Issuer, Company (which notice may be given by service by mail of a copy thereof upon the Agent facsimile) shall be deemed in every respect effective service of process upon the Issuer Company in any such suitsuit or proceeding. The Company agrees to deliver, action or proceeding (whether or not upon the appointment execution and delivery of this Deposit Agreement, a written acceptance by such Agent shall for any reason prove to be ineffective or of its appointment as such Agent shall fail to accept or acknowledge such service)Agent. The Issuer Company further agrees that to take any and all action, including the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Deposit Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five ten (510) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtsJury Trial Waiver. The Issuer Company hereby (i) irrevocably designatesdesignates and appoints CT Corporation System, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or such subsequent or successor agent as its shall be appointed by the Company following notice to the Depositary, in the State of New York, as the Company's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against arising out of or relating to the Issuer in Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court as described in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms in which any such suit or proceeding may be instituted, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the DepositaryEACH 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 agrees that the federal or state courts in The City of New York shall have jurisdiction to hear Company hereby (i) irrevocably designates and determine any suitappoints Cogency Global Inc., action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇1▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, as its the Company's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suitsuit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or proceeding brought against the Issuer omission with respect to such notice shall not in any federal way invalidate or state court as described in otherwise constitute a waiver of such service of process. The Company agrees to deliver to the preceding sentence or in Depositary, upon the next paragraph execution and delivery of this Section 7.8Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the Agent authorized agent shall cease to be available to act as such, the Issuer Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory Article (27) or the Deposit Agreement and deliver to the Depositary. The Issuer further hereby irrevocably consents and agrees that service Depositary written notice, in accordance with Section 7.5 of any and all legal processthe Deposit Agreement, summonsof such new authorized agent, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof which notice shall take effect upon the Agent shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding (whether or not the appointment Depositary’s receipt of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumnotice. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suitCompany hereby appoints its ____________, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇acting through its office at 299 ▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇ such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Trustee) as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that (the "Authorized Agent") upon which process may be served in any suit, legal action or proceeding brought against it with respect to its obligations under this Indenture or the Issuer Securities of any series, as the case may be, instituted in any federal or state court as described in the preceding sentence or in the next paragraph Borough of this Section 7.8. If for any reason the Agent shall cease to be available to act as suchManhattan, the Issuer agrees to designate a new agent in The City of New York on by the terms and for the purposes Holder of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents any Security, and agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent Authorized Agent, together with written notice of said service mailed or delivered to the Company, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Issuer Company in any such suitlegal 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 (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by lawit may effectively do so, any objection that it may now or hereafter have to the laying of the venue of any actionssuch 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 Authorized Agent by the Company and such successor's acceptance of such appointment. The Company reserves the right to appoint another person located, suits or proceedings brought with an office, in any court the Borough of Manhattan, The City of New York, selected in its sole discretion, as provided in this Section 7.8a successor Authorized Agent, and hereby upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. If for any reason the ___________________ 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 Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company further irrevocably agrees to take any and unconditionally waives and agrees not to plead or claim in any such court that any such all action, suit or proceeding brought in including the filing of any such court has been brought in an inconvenient forum. In the event the Issuer fails 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, the Issuer 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 Issuer at its address last specified effect for notices as long as required hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear Company hereby (i) irrevocably designates and determine any suitappoints CT Corporation System, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers 1▇▇ ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, in the United States of America, as its the Company's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against (including, but not limited to, any arbitral proceeding contemplated by Section 7.06) arising out of or relating to the Issuer in H Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court as described in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms in which any such suit or proceeding may be instituted, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Agreement remains in any court as provided in this Section 7.8, force and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumfor a period of seven years thereafter. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the DepositaryEACH 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 Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby (i) irrevocably designatesdesignates and appoints CT Corporation, appoints and empowers 1▇▇ ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, in the State of New York, (the “Agent”) as its the Issuer's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court (as described in Section 7.6 of the preceding sentence Deposit Agreement) arising out of or in relating to the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as suchShares or Deposited Securities, the Issuer agrees to designate a new agent in New York on American Depositary Shares, the terms Receipts or the Deposit Agreement and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby (ii) irrevocably consents and agrees that to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Issuer by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 of the Deposit Agreement. The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably agrees to deliver, upon the execution and unconditionally waivesdelivery of the Deposit Agreement, a written acceptance by the Agent of its appointment as such agent. The Issuer further agrees to take any and all action, including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In the event the Issuer fails may be necessary to continue such designation and appointment in full force and effecteffect for so long as any American Depositary Shares or Receipts remain outstanding or the Deposit Agreement remains in force. If for any reason the Agent shall cease to be available to act as such, the Issuer hereby waives personal service agrees to designate a new agent in New York on the terms and for the purposes of process upon it this Article 25 and consents that any such service Section 7.8 of process may be made by certified or registered mail, return receipt requested, directed the Deposit Agreement reasonably satisfactory to the Issuer 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 mailedDepositary. The provisions of this the Article 25 and Section 7.8 of the Deposit Agreement shall survive any termination of this the Deposit Agreement Agreement, in whole or the resignation or removal of the Depositaryin part.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear Company hereby (i) irrevocably designates and determine any suitappoints CT Corporation System, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, as its the Company’s authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against arising out of or relating to the Issuer in Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court as described in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms in which any such suit or proceeding may be instituted, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Deposit Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the DepositaryEACH PARTY TO THIS 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).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear CompanyIssuer hereby (i) irrevocably designates and determine any suitappoints CT Corporation System, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, in the State of New York, as its the CompanyIssuer's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against arising out of or relating to the Issuer in Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court as described in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms in which any such suit or proceeding may be instituted, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer CompanyIssuer in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer CompanyIssuer agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably CompanyIssuer further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer CompanyIssuer fails to continue such designation and appointment in full force and effect, the Issuer CompanyIssuer 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 Issuer CompanyIssuer 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. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer Company agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, this Receipt or the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer Company hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Article (23) or Section 7.87.8 of the Deposit Agreement. If for any reason the Agent shall cease to be available to act as such, the Issuer Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 of the Deposit Agreement reasonably satisfactory to the Depositary. The Issuer Company further hereby irrevocably consents and agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the IssuerCompany, by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.87.8 of the Deposit Agreement, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, in Section 7.5 of the Deposit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 of the Deposit Agreement shall survive termination of this the Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that Company hereby (i) irrevocably designates and appoints Corporation Service Company,, in the federal or state courts in The City State of New York shall have jurisdiction to hear and determine York, United States of America, as the Company's authorized agent upon which process may be served in any suit, action suit or proceeding and to settle any dispute that may arise arising out of or in connection with relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement andAgreement, for such purposes, irrevocably (ii) consents and submits to the non-exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, The City of New York, United States of America, in which any such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalfsuit or proceeding may be instituted, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The Company agrees that the failure of the Agent said authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that an Owner or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Issuer Company agrees that service of process upon the agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.87.06, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. In the event the Issuer fails to continue such designation and appointment in full force and effectEACH PARTY TO THE AGREEMENT (INCLUDING, the Issuer hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mailFOR AVOIDANCE OF DOUBT, return receipt requestedEACH OWNER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN RECEIPTS) HEREBY IRREVOCABLY WAIVES, directed to the Issuer at its address last specified for notices hereunderTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and service so made shall be deemed completed five ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (5) days after the same shall have been so mailedWHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). The provisions of this Section 7.8 7.06 shall survive any termination of this Deposit Agreement Agreement, in whole or the resignation or removal of the Depositaryin part.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear Company hereby (i) irrevocably designates and determine any suitappoints CT Corporation System, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its the Company’s authorized agent to receive and accept for and on its behalf, and on behalf in the State of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that New York upon which process may be served in any suit, action or proceeding brought against arising out of or relating to the Issuer in any federal Shares or state court as described Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) submits to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory (collectively, “New York Courts”) with respect to the Depositary. The Issuer further hereby irrevocably consents and agrees that service of any and all legal process, summons, notices and documents in any such suit, action or proceeding against and (iii) agrees that service of process upon said agent shall, to the Issuerextent permitted by law, by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer agrees that the failure Each of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, parties waives any objection that it may now or hereafter have to the laying of venue of any actionssuit, suits action or proceedings proceeding with respect to this Deposit Agreement or the transactions contemplated hereby in any New York Court or that such suit, action or proceeding brought in any court as provided a New York Court has been brought in this Section 7.8, and hereby further irrevocably and unconditionally waives an inconvenient forum and agrees not to plead or claim in assert the same. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to use its best efforts to take any such court that any such and all reasonable action, suit or proceeding brought in including the filing of any and all such court has been brought in an inconvenient forum. In the event the Issuer fails documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment of such agent in full force and effect, the Issuer hereby Company hereby, to the extent permitted by applicable law, 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that Company hereby (i) irrevocably designates and appoints Sanofi-Aventis, U.S. LLC, 5▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, as the federal or state courts Company's authorized agent upon which process may be served in The City of New York shall have jurisdiction to hear and determine any suit, action suit or proceeding and to settle any dispute that may arise arising out of or in connection with relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement andAgreement, for such purposes, irrevocably (ii) consents and submits to the non-exclusive jurisdiction of any state or federal court in the State of New York in which any such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalfsuit or proceeding may be instituted, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions By holding an American Depositary Share or an interest therein, Owners and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of this Section 7.8 shall survive termination of or based upon this Deposit Agreement or the resignation transactions contemplated hereby, may only be instituted in a state or removal federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the Depositaryexclusive jurisdiction of such courts in any such suit, action or proceeding.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courtsJury Trial Waiver. The Issuer Company hereby (i) irrevocably designates, designates and appoints and empowers ▇T▇▇▇▇▇ ▇. ▇▇▇▇▇, currently located at ▇Informa plc, 1▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, in the State of New York, as its the Company's authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against arising out of or relating to the Issuer in Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal or state court as described in the preceding sentence or in the next paragraph State of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms in which any such suit or proceeding may be instituted, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the DepositaryEACH 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 agrees that the federal or state courts in The City of New York shall have jurisdiction to hear Company hereby (i) irrevocably designates and determine any suitappoints CT Corporation Systems, action or proceeding and to settle any dispute that may arise out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇1▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇, as its the Company’s authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that upon which process may be served in any suit, action suit or proceeding brought against arising out of or relating to the Issuer Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement which may be instituted in any United States federal or state New York State court as described sitting in the preceding sentence or Borough of Manhattan, the City of New York, (ii) consents and submits to the non-exclusive jurisdiction of any such court in the next paragraph Borough of this Section 7.8. If for any reason the Agent shall cease to be available to act as suchManhattan, the Issuer agrees to designate a new agent in City of New York on the terms with respect to any such suit or proceeding, and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suitsuit or proceeding. The Company agrees to deliver, action upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceeding (whether Receipts remain outstanding or not this Agreement remains in force. If said authorized agent shall cease to act as the appointment Company’s agent for service of process, the Company shall appoint without delay another such agent and promptly notify the Depositary of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumappointment. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five ten (510) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Issuer agrees that Company hereby (i) irrevocably designates and appoints CT Corporation System, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, as the Company’s authorized agent upon which process may be served inconsents and submits to the jurisdiction of any state or federal or state courts court in The City the State of New York shall have jurisdiction to hear and determine in which any suit, action suit or proceeding and to settle any dispute that may arise arising out of or in connection with relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement andAgreement, for such purposes, irrevocably (ii) consents and submits to the non-exclusive jurisdiction of any state or federal court in the State of New York in which any such courts. The Issuer hereby irrevocably designates, appoints and empowers ▇▇▇▇▇▇ ▇▇▇, currently located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent to receive and accept for and on its behalfsuit or proceeding may be instituted, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and (iii) agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Issuer, by service by mail of a copy thereof process upon the Agent said authorized agent shall be deemed in every respect effective service of process upon the Issuer Company in any such suit, action suit or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service)proceeding. The Issuer Company agrees that to deliver, upon the failure execution and delivery of the Agent to give any notice this Deposit Agreement, a written acceptance by such agent of its appointment as such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonagent. The Issuer irrevocably Company further agrees to take any and unconditionally waivesall action, to including the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue filing of any actionsand all such documents and instruments, suits as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or proceedings brought Receipts remain outstanding or this Deposit Agreement remains in any court as provided in this Section 7.8, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforce. In the event the Issuer Company fails to continue such designation and appointment in full force and effect, the Issuer may be instituted. 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 Issuer Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or the resignation or removal of the Depositary.