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. Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of The Company hereby (i) irrevocably designates and appoints CT Corporation System (the Parties hereto hereby irrevocably and unconditionally submits"Agent"), for itself and presently having its propertyoffice at 111 Eighth Avenue, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware13th Floor, orNew York, if (and only if) such court finds it lacks jurisdictionNew York 10011, the Federal court of the United States of America sitting America, as the Company's authorized agent upon which process may be served in Delawareany suit or proceeding (including, or, if (and only if) such courts find they lack jurisdictionbut not limited to, any state court sitting in Delaware, and any appellate court from any thereof, in any action or arbitral proceeding as contemplated by Section 7.11 of this Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the ADSs, the ADRs or this Agreement, (ii) consents and submits to the jurisdiction of any court 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 Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such Agent of its appointment. 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 ADSs or ADRs remain outstanding or this Agreement or remains in force. In the agreements delivered event the Company fails to continue such designation and appointment in connection herewith or full force and effect, the transactions contemplated Company hereby or thereby or waives personal service of process upon it and consents that any such service of process may be made by established overnight courier service, directed to the Company at its address last specified for recognition or enforcement notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The Company hereby irrevocably designates, appoints and empowers the Agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any judgment relating theretoand all legal process, summons, notices and each documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court or arbitration as described in Article VII. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.12 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding (including any arbitration) against the Company, by service by mail of a copy thereof upon the Agent (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 7.05 hereof. The Company agrees that the failure of the Parties hereby irrevocably 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 unconditionally: the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding (including an arbitration) against (a) agrees not to commence the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, in any such action case, in any state or proceeding, except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal federal court of the United States of America sitting or in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting arbitration in DelawareLondon in accordance with Section 7.11 hereof, and the Depositary or the Company have any appellate 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 from any thereof; (b) in the United States or arbitration in London 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 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 claim in respect of any such suit, action or proceeding may be heard and determined (including arbitration) brought against it as described in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment this paragraph or in any other manner provided by applicable LawSection 7.11. Each Party irrevocably consents to service The provisions of process inside or outside the territorial jurisdiction of the courts referred to in this Section 13 7.12 shall survive any termination of this Deposit Agreement, in the manner provided for notices whole or in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13part.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each The Company hereby appoints its ____________, acting through its office at 299 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇ such other address in the Borough of the Parties hereto hereby irrevocably and unconditionally submitsManhattan, for itself and its propertyThe City of New York, as such agent shall furnish in writing to the exclusive jurisdiction of Trustee) as its authorized agent (the Court of Chancery of the State of Delaware, or, if (and only if"Authorized Agent") such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, upon which process may be served in any legal action or proceeding arising out of or relating against it with respect to its obligations under this Agreement Indenture or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement Securities of any judgment relating theretoseries, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security, and each agrees that service of process upon the Parties hereby irrevocably and unconditionally: (a) agrees not Authorized Agent, together with written notice of said service mailed or delivered to commence the Company, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding, except in and the Court Company hereby irrevocably submits to the non-exclusive jurisdiction of Chancery of the State of Delaware, or, if (and only if) any such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such legal action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the venue of any such legal action or proceeding in such courts; and (d) waives, proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the fullest extent permitted terms of the Securities or of this Indenture until the appointment of a successor Authorized Agent by Lawthe Company and such successor's acceptance of such appointment. The Company reserves the right to appoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and 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 defense Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of an inconvenient forum any and all documents and instruments as may be necessary to the maintenance continue such designation and appointment of such action agent or proceeding successor in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive full force and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided effect for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13as long as required hereunder.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of The Company hereby (i) irrevocably designates and appoints CT Corporation System, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, Company’s authorized agent upon which process may be served in any action suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Deposit Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawareinstituted, and any appellate court from any thereof; (ciii) waives, to agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment Company in any such action suit or proceeding shall be conclusive proceeding. 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 take any and all action, including the filing of any and all such documents and instruments, as may be enforced necessary to continue such designation and appointment in other jurisdictions by suit on full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the judgment or event the Company fails to continue such designation and appointment in any other manner provided by applicable Law. Each Party irrevocably consents to full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT 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 (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties parties hereto agrees (i) that this Agreement involves at least $100,000, and (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, agrees (A) to be subject to the exclusive jurisdiction of the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the State United States District Court for the District of Delaware, or, if or in the event (and but only ifin the event) that such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) District Court also does not have jurisdiction over such courts find they lack jurisdictiondispute, any state Delaware State court sitting in DelawareNew Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in the Chosen Court, and agrees not to bring any appellate court from any thereof, in any proceeding or action or proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith Transaction Documents or the transactions contemplated hereby or thereby or for recognition or enforcement of in any judgment relating theretoother court, and each (B) (1) to the extent such party is not otherwise subject to service of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except process in the Court of Chancery of the State of Delaware, or, if (to appoint and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting maintain an agent in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) Delaware as such court finds it lacks jurisdiction, the Federal court party's agent for acceptance of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawarelegal process, and any appellate court from any thereof; (c2) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waivesthat, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B) (1) or outside (2) above shall, to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner fullest extent permitted by applicable Lawlaw, have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVEFor purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDeach such party that has not as of the date hereof already duly appointed such an agent does hereby appoint CT Corporation, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13as such agent.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of Jury Trial Waiver. The Company hereby (i) irrevocably designates and appoints CT Corporation System, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such subsequent or successor agent as shall be appointed by the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, Company following notice to the exclusive jurisdiction of the Court of Chancery of Depositary, in the State of DelawareNew York, or, if (and only if) such court finds it lacks jurisdiction, as the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, Company's authorized agent upon which process may be served in any action suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawareinstituted, and any appellate court from any thereof; (ciii) waives, to agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment Company in any such action suit or proceeding shall be conclusive proceeding. 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 take any and all action, including the filing of any and all such documents and instruments, as may be enforced necessary to continue such designation and appointment in other jurisdictions by suit on full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the judgment or event the Company fails to continue such designation and appointment in any other manner provided by applicable Law. Each Party irrevocably consents to full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION 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 AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT 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 (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of Jury Trial Waiver. The Company hereby (i) irrevocably designates and appoints Avianca Inc., located at 1▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, Company's authorized agent upon which process may be served in any action suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Deposit Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard instituted, and determined (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Court Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of Chancery 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 State filing of Delawareany and all such documents and instruments, or, if (as may be necessary to continue such designation and only if) appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such court finds it lacks jurisdictiondesignation and appointment in full force and effect, the Federal court Company hereby waives personal service of the United States of America sitting in Delaware, or, if (process upon it and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waivesconsents that, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside may be made by internationally recognized overnight courier, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawhereunder. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION 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 AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT 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 (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. The parties hereto hereby declare that it is their intention that, except as otherwise provided in Section 8.5(a), this Agreement shall be regarded as made under the Laws of the State of Delaware and that the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties parties hereto agrees (i) that this Agreement involves at least $100,000, and (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, agrees (A) to be subject to the exclusive jurisdiction of the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the State United States District Court for the District of Delaware, or, if or in the event (and but only ifin the event) that such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) District Court also does not have jurisdiction over such courts find they lack jurisdictiondispute, any state Delaware State court sitting in DelawareNew Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that, except as otherwise provided in Section 8.5(a), all claims in respect of the proceeding or action shall be heard and determined only in the Chosen Court, and agrees not to bring any appellate court from any thereof, in any proceeding or action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement (except, in the case of the voting agreements referenced in the Recitals hereto, which will be governed by their terms) in any judgment relating theretoother court, and each (B) (1) to the extent such party is not otherwise subject to service of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except process in the Court of Chancery of the State of Delaware, or, if (to appoint and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting maintain an agent in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) Delaware as such court finds it lacks jurisdiction, the Federal court party's agent for acceptance of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawarelegal process, and any appellate court from any thereof; (c2) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waivesthat, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B) (1) or outside (2) above shall, to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner fullest extent permitted by applicable Law, have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVEFor purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDeach such party that has not as of the date hereof already duly appointed such an agent does hereby appoint CT Corporation, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13as such agent.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties (a) The parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submit to the non-exclusive jurisdiction of the Court of Chancery any court of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the New York or any United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state federal court sitting in Delawarethe Borough of Manhattan, T▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof. The parties hereto irrevocably waive, in to the fullest extent permitted by law, any objection to any suit, action or proceeding arising out of or relating to this Agreement or the agreements delivered that may be brought in connection herewith with this Indenture, the Notes or any Guarantee in such courts whether on the transactions contemplated grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The parties agree that a final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon each of them, as the case may be, and may be enforced in any court to the jurisdiction of which any such party is subject by a suit upon such judgment, as the case may be; provided that service of process is effected in the manner provided by this Indenture. (b) Each of the Issuer and the Guarantors hereby or thereby or irrevocably appoints CT Corporation System with an office on the date hereof at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 13th Floor, New Y▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, and its successors hereunder (the “Process Agent”), to accept and acknowledge for recognition or enforcement and on its behalf, and on behalf of their property, service of any judgment relating theretoand all legal process, summons, notices and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence documents which may be served in any such suit, action or proceeding, except proceeding in the Court of Chancery of the any New York State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the or United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state federal court sitting in Delaware, the state of New York in the Borough of Manhattan and any appellate court from any thereof; (b) agrees that , which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each of the Issuer and the Guarantors will take any claim and all action necessary to continue such designation in respect full force and effect and to advise the Trustee in writing of any change of address of such action Process agent; should such Process Agent become unavailable for this purpose for any reason, each of the Issuer and the Guarantors will promptly and irrevocably designate a new Process Agent within New York, New York which will agree to act as such, with the powers and for the purposes specified in this section. Each of the Issuer and the Guarantors irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding may be heard and determined by hand delivery to it at its address set forth in the Court Section 12.02 or to any other address of Chancery which it shall have given notice pursuant to Section 12.02 or to its Process Agent. Service upon each of the State of Delaware, or, if (Issuer and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waivesGuarantors as provided for herein will, to the fullest extent permitted by Lawlaw, constitute valid and effective personal service upon it and the defense failure of an inconvenient forum any Process Agent to the maintenance give any notice of such service to any party hereto, as applicable, shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13based thereon.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties hereto The Company hereby (i) irrevocably designates and unconditionally submitsappoints CT Corporation System, for itself and its property1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware▇▇▇ ▇▇▇▇, or▇▇▇ ▇▇▇▇ ▇▇▇▇▇, if (and only if) such court finds it lacks jurisdiction, the Federal court of in the United States of America sitting America, as the Company's authorized agent upon which process may be served in Delawareany suit or proceeding (including, or, if (and only if) such courts find they lack jurisdictionbut not limited to, any state court sitting in Delaware, and any appellate court from any thereof, in any action or arbitral proceeding contemplated by Section 7.06) arising out of or relating to the H Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawareinstituted, and any appellate court from any thereof; (ciii) waives, to agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment Company in any such action suit or proceeding shall be conclusive proceeding. 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 take any and all action, including the filing of any and all such documents and instruments, as may be enforced necessary to continue such designation and appointment in other jurisdictions by suit on full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force and for a period of seven years thereafter. In the judgment or event the Company fails to continue such designation and appointment in any other manner provided by applicable Law. Each Party irrevocably consents to full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION 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 AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT 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 (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).