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

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Company irrevocably submits to the jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Agreement (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"), as the authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of their obligations under this Agreement, to the extent permitted by law.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each party hereto not organized under the Company laws of the United States of America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with any such suit or proceeding)this Indenture, the Notes and the Guarantees, if applicable, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company Each party hereto, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby proceeding and each of the Issuer and each such Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designates designated the Issuer (the “Authorized Agent”) (and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"), any successor entity) as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that (ii) irrevocably authorized and directed the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Authorized Agent to accept such service. The Company further agrees service and (iii) agreed that service of process upon the Process Authorized Agent and written notice of said service to the Company it mailed by prepaid registered first class mail or delivered to the Process Authorized Agent at its principal office, shall be deemed in every respect effective service of process upon them in any such suit or proceeding. If the Company Authorized Agent ceases to exist, the Issuer and each such Guarantor agree (i) to irrevocably designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) to irrevocably authorized and direct the Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further Each of the Issuer and each such Guarantor agrees to take that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of enforced in other jurisdictions by suit on the Process Agent judgment or in full force and effect so long as the Company has any outstanding obligations under this Agreementother lawful manner. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company Each party hereto hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.09 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer or any Guarantor or the Trustee or any other party and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To (a) Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Shares or the American Depositary Shares. The Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the Company irrevocably submits to laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any Seller has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any federal court or state court in from any legal process with respect to itself or its property, each of the CitySellers irrevocably waives, County and State of New Yorkto the fullest extent permitted by law, United States of America, in any suit or proceeding based on or arising under this Agreement (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims immunity in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit suit, action or proceeding. The Company . (b) Each of the Sellers hereby irrevocably designates and appoints JeffCT Corporation System, with offices at ▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"), as the authorized its agent for service of the Company upon whom process may be served in any such suit suit, action or proceeding, it being understood that proceeding described in the designation preceding paragraph and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit suit, action or proceedingproceeding may be made upon it at the office of such agent. Nothing herein shall affect the right Each of the Initial Purchaser or any person controlling Sellers waives, to the Initial Purchaser or any Indemnified Holder to serve process in any other manner fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company further Each of the Sellers represents and warrants that such agent has agreed to act as its agent for service of process, and each of the Sellers agrees to take any and all action, including the execution and filing of any and all such documents and instruments as instruments, that may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of their obligations under this Agreement, to the extent permitted by laweffect.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Company irrevocably submits to the jurisdiction of any federal or state court the Borough of Manhattan in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Agreement (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Canada (or any other courts to the jurisdiction of which the Company is subject) by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein. The Company hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ CT Corporation System (▇▇e the "Process Agent"), as the authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ CT Corporation System as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser Purchasers that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that that, to the extent permitted by law, service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal officeaddress specified in Section 12 of this Agreement, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of the any Initial Purchaser or Affiliated Market Maker or any person controlling the such Initial Purchaser or Affiliated Market Maker or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of their obligations under this Agreement, to the extent permitted by law. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, Each of the Company and the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of any federal or the U.S. Federal and state court courts in the City, County and State Borough of Manhattan in The City of New YorkYork (each, United States of America, a “New York Court”) in any suit or proceeding based on arising out of or arising under relating to this Agreement (solely in connection with Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. Each of the Company and the Selling Shareholders irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding)proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that all claims in respect of any such suit or proceeding may be determined in any such courtcourt has been brought in an inconvenient forum. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇ICL North America Inc., ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent")Suite 500, St. Louis, Missouri 63141, Attention: General Counsel, as the its authorized agent in the Borough of the Company Manhattan in The City of New York upon whom which process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees agree that service of process in any manner permitted by applicable law upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right Each of the Initial Purchaser Selling Shareholders irrevocably appoints C T Corporation System, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or any person controlling the Initial Purchaser or any Indemnified Holder to serve proceeding, and agrees that service of process in any other manner permitted by lawapplicable law upon such agent shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding. The Each of the Company and the Selling Shareholders further agrees to take any and all action, including the execution and filing of any and all such documents and instruments action as may be necessary to continue maintain such designation and appointment of the Process Agent its agent in full force and effect so long as for a period of ten years from the Company has any outstanding obligations under date of this Agreement. To Each of the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its propertyCompany, the Company hereby Selling Shareholders and the Underwriters irrevocably waives such immunity in respect of their obligations under this Agreementwaive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company and the Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with this Indenture or any such suit or proceeding)of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Company and the Subsidiary Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company proceeding and hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇National Registered Agents, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Inc. (▇▇e the "Process AgentAUTHORIZED AGENT"), as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part . Each of the Company. The Company and the Subsidiary Guarantor represents to the Initial Purchaser that it has notified the Process Authorized Agent of such designation and appointment and that the Process Authorized Agent has accepted the same in writing. The Each of the Company and the Subsidiary Guarantor hereby irrevocably authorizes and directs the Process its Authorized Agent to accept such service. The Each of the Company and the Subsidiary Guarantor further agrees that service of process upon the Process its Authorized Agent and written notice of said service to the Company or to the Subsidiary Guarantor, as the case may be, mailed by prepaid registered first class mail or delivered to the Process its Authorized Agent at its principal office, shall be deemed in every respect effective service of process upon the Company or the Subsidiary Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Each of the Company further and the Subsidiary Guarantor agrees to take that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Company or the Subsidiary Guarantor arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and appointment each of the Process Agent in full force Company and effect so long as the Company has any outstanding obligations under this Agreement. To Subsidiary Guarantor expressly accepts the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any such court or from in any legal process (whether through service such action. Each of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company and the Subsidiary Guarantor hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law., any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Company, the Subsidiary Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with any such suit this Indenture, the Notes or proceeding)the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company proceeding and hereby irrevocably designates and appoints Jeff(i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is ▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent")which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the authorized agent case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. hereby agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the Company upon whom process may be served in any such suit or proceedingdate hereof, it being understood that the designation and appointment of Jeffis ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such authorized agent shall become effective immediately without return receipt is obtained, or in the refusal to sign such receipt any further action on holder of Notes or the part Trustee is able to produce evidence of the Companyattempted delivery by such means). The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation Issuer and appointment and that the Process Agent has accepted the same in writing. The Company each Guarantor hereby irrevocably authorizes authorize and directs direct the Process Agent Authorized Agents to accept such service. The Company Issuer and each Guarantor further agrees agree that service of process upon the Process Agent Authorized Agents and written notice of said such service to the Company mailed by prepaid registered first class mail or delivered to Issuer and each Guarantor, as the Process Agent at its principal officecase may be, as set forth above shall be deemed in every respect effective service of process upon the Company Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take Issuer and each Guarantor agree that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company each Guarantor hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of eircom Funding, the Company Company, any Note Guarantor and Holdings irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with this Indenture or any such suit or proceeding)of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company Each of eircom Funding, the Company, any Note Guarantor and Holdings, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby proceeding and has irrevocably designates designated and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ appointed CT Corporation System (▇▇e "Process the “Authorized Agent"”), as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding. Each of eircom Funding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company , any Note Guarantor and Holdings represents to the Initial Purchaser that it has notified the Process Authorized Agent of such designation and appointment and that the Process Authorized Agent has accepted the same in writing. The Company hereby Each of eircom Funding, the Company, any Note Guarantor and Holdings has irrevocably authorizes authorized and directs the Process directed its Authorized Agent to accept such service. The Company Each of eircom Funding, the Company, any Note Guarantor and Holdings further agrees that service of process upon the Process its Authorized Agent and written notice of said service to eircom Funding, the Company Company, any Note Guarantor and Holdings, as the case may be, mailed by prepaid registered first class mail or delivered to the Process its Authorized Agent at its principal office, shall be deemed in every respect effective service of process upon eircom Funding, the Company Company, any Note Guarantor and Holdings, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees Each of eircom Funding, the Company, any Note Guarantor and Holdings agrees, to take the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its propertyeircom Funding, the Company Company, any Note Guarantor and Holdings hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by eircom Funding, the Company, any Note Guarantor and Holdings and, to the fullest extent permitted by law, the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company Trustee, the Agents, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of New York, County and State of New York, United States of AmericaAmeri▇▇, in any suit ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ of or proceeding based on under or arising under this Agreement (solely in connection with this Indenture or any such suit or proceeding)of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company Each of the Trustee, the Agents, the Issuer and any Guar- antor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates proceeding and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ has designated and appointed CT Corporation System (▇▇e the "Process Registered Agent"), as the authorized agent of the Company its Registered Agent upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part . Each of the Company. The Company Trustee, the Agents, the Issuer, and any Guarantor represents to the Initial Purchaser that it has notified the Process Registered Agent of such designation and appointment and that the Process Registered Agent has accepted the same in writing. The Company hereby irrevocably authorizes Each of the Trustee, the Agents, the Issuer and directs the Process any Guarantor has authorized and directed its Registered Agent to accept such service. The Company Each of the Trustee, the Agents, the Issuer and any Guarantor further agrees that service of process upon the Process its Registered Agent and written notice of said service to the Company Trustee, the Agents, the Issuer and any Guarantor, as the case may be, mailed by prepaid registered first class mail or delivered to the Process its Registered Agent at its principal office, shall be deemed in every respect effective service of process upon the Company Trustee, the Agents, the Issuer and any Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees Each of the Trustee, the Agents, the Issuer and any Guarantor agrees, to take the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its propertyTrustee, the Company Agents, the Issuer and each Guarantor hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Trustee, the Agents, the Issuer and any Guarantor and, to the fullest extent permitted by law, the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters. Furthermore, by the execution and delivery of this Indenture, the Issuer and each Guarantor hereby submits to the non-exclusive jurisdiction of any court in England in any suit or proceeding arising out of or relating to this Indenture or the Notes.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with any such suit this Second Supplemental Indenture, the Notes or proceeding)the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Company and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company proceeding and hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Corporation Service Company (▇▇e "Process the “Authorized Agent"”), as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to and the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company Guarantors hereby irrevocably authorizes authorize and directs the Process direct their Authorized Agent to accept such service. The Company and the Guarantors further agrees agree that service of process upon the Process their Authorized Agent and written notice of said such service to the Company mailed by prepaid registered first class mail or delivered to and the Process Agent at its principal officeGuarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Company or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company Guarantors hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 6 are intended to be effective upon the execution of this Second Supplemental Indenture without any further action by the Company, the Guarantors or the Trustee and the introduction of a true copy of this Second Supplemental Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company parties hereto irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with any such suit or proceeding), this Indenture and the Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby , and irrevocably designates and appoints Jefffully waives any right to trial by jury, and each of the Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) shall irrevocably designate and appoint Virgin Media (the “Registered Agent”) (whose registered office as of the date hereof is Virgin Media Inc. ▇▇▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"80112, USA), as the authorized its registered agent of the Company upon whom process may be served in any such suit or proceeding, . This designation shall remain in place unless it being understood that is substituted by the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part Issuer with written notice to all parties hereto. Each of the Company. The Company represents to Issuer and each Guarantor (other than any Guarantor incorporated in the Initial Purchaser that it has notified State of New York) will notify the Process Registered Agent of such designation and appointment and that the Process Registered Agent has accepted the same in writing. The Company hereby irrevocably authorizes Such appointment shall be irrevocable unless and directs until replaced by an agent reasonably acceptable to the Process Agent to accept such serviceTrustee. The Company Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will further agrees agree that service of process upon the Process its Registered Agent and written notice of said service to the Company Issuer or such Guarantor mailed by prepaid registered first class mail or delivered to the Process its Registered Agent at its principal office, shall be deemed in every respect effective service of process upon the Company Issuer and such Guarantor in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further Issuer and each Guarantor agrees to take that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company each Guarantor hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 14.09 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company Company, eircom and any Additional Note Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with this Indenture or any such suit or proceeding)of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company Each of the Company, eircom and any Additional Note Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby proceeding and has irrevocably designates designated and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ appointed CT Corporation System (▇▇e "Process the “Authorized Agent"”), as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part . Each of the Company. The Company , eircom and any Additional Note Guarantor represents to the Initial Purchaser that it has notified the Process Authorized Agent of such designation and appointment and that the Process Authorized Agent has accepted the same in writing. The Company hereby Each of the Company, eircom and any Additional Note Guarantor has irrevocably authorizes authorized and directs the Process directed its Authorized Agent to accept such service. The Company Each of the Company, eircom and any Additional Note Guarantor further agrees that service of process upon the Process its Authorized Agent and written notice of said service to the Company Company, eircom and any Additional Note Guarantor, as the case may be, mailed by prepaid registered first class mail or delivered to the Process its Authorized Agent at its principal office, shall be deemed in every respect effective service of process upon the Company Company, eircom and any Additional Note Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees Each of the Company, eircom and any Additional Note Guarantor agrees, to take the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Process Agent in full force Company, eircom and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company Additional Note Guarantor hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Company, eircom, or any Additional Note Guarantor and, to the fullest extent permitted by law, the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Trustee, the Agents, the Company and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the City, County and State Borough of Manhattan in the City of New York, United States County and ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with this Indenture or any such suit or proceeding)of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Trustee, the Agents, the Company and any Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby proceeding and has irrevocably designates designated and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ appointed CT Corporation System (▇▇e "Process the “Authorized Agent"”), as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part . Each of the Trustee, the Agents, the Company. The Company , and any Guarantor represents to the Initial Purchaser that it has notified the Process Authorized Agent of such designation and appointment and that the Process Authorized Agent has accepted the same in writing. The Each of the Trustee, the Agents, the Company hereby and any Guarantor has irrevocably authorizes authorized and directs the Process directed its Authorized Agent to accept such service. The Each of the Trustee, the Agents, the Company and any Guarantor further agrees that service of process upon the Process its Authorized Agent and written notice of said service to the Trustee, the Agents, the Company and any Guarantor, as the case may be, mailed by prepaid registered first class mail or delivered to the Process its Authorized Agent at its principal office, shall be deemed in every respect effective service of process upon the Trustee, the Agents, the Company and any Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment Each of the Process Agent in full force and effect so long as Trustee, the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its propertyAgents, the Company and any Guarantor agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Trustee, the Agents, the Company and each Guarantor hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 14.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Trustee, the Agents, the Company and any Guarantor and, to the fullest extent permitted by law, the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Offered Securities or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the Company irrevocably submits to the jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Agreement (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims immunity in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints JeffCT Corporation System, located at ▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"), as the its authorized agent (the “Authorized Agent”) in the Borough of the Company Manhattan in The City of New York upon whom which process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees agree that service of process in any manner permitted by applicable law upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments action as may be necessary to continue maintain such designation and appointment of the Process Agent such agent in full force and effect so long as for a period of seven years from the Company has any outstanding obligations under date of this Agreement. To the extent that Each of the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, and the Company hereby Underwriters irrevocably waives such immunity in respect of their obligations under this Agreementwaive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Deposit Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company and the New Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the CityBorough of Manhattan in the City of ▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under this Agreement (solely or in connection with any such suit this Third Supplemental Indenture, the Notes or proceeding)the Additional Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Company and the Additional Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding. The Company proceeding and hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Corporation Service Company (▇▇e "Process the “Authorized Agent"”), as the its authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to and the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company New Guarantors hereby irrevocably authorizes authorize and directs the Process direct their Authorized Agent to accept such service. The Company and the New Guarantors further agrees agree that service of process upon the Process their Authorized Agent and written notice of said such service to the Company mailed by prepaid registered first class mail or delivered to and the Process Agent at its principal officeNew Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Company or the New Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take and the New Guarantors agree that a final action in any such suit or proceeding shall be conclusive and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company New Guarantors hereby irrevocably waives such immunity in respect of their obligations under this Agreementwaive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 6 are intended to be effective upon the execution of this Third Supplemental Indenture without any further action by the Company, the New Guarantors or the Trustee and the introduction of a true copy of this Third Supplemental Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To This Agreement shall be deemed to have been executed and delivered in New York and the fullest extent permitted transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable law, to agreements wholly performed within the Company irrevocably submits borders of such state and without regard to the jurisdiction conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representatives and the Company: (a) agrees that any federal legal suit, action or state court proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the City, County and Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of AmericaNew York, in (b) waives any suit objection which it may have or proceeding based on or arising under this Agreement (solely in connection with hereafter to the venue of any such suit suit, action or proceeding), and (c) irrevocably agrees that all claims consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in respect the United States District Court for the Southern District of such suit or proceeding may be determined New York in any such court. The Company irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit suit, action or proceeding. The Company hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"), as the authorized agent Each of the Representatives and the Company upon whom further agrees to accept and acknowledge service of any and all process which may be served in any such suit suit, action or proceeding, it being understood that proceeding in the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part Supreme Court of the Company. The Company represents to State of New York, New York County, or in the Initial Purchaser that it has notified United States District Court for the Process Agent Southern District of such designation New York and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class certified mail to the Company’s address or delivered to the Process Agent at its principal office, by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. The Company irrevocably appoints P▇▇▇▇▇▇ & Associates as its authorized agent (the “Authorized Agent”) in the United States, upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments action as may be necessary to continue maintain such designation and appointment of the Process Agent such agent in full force and effect so long as for a period of two years from the Company has any outstanding obligations under date of this Agreement. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process THE PARTIES HERETO (whether through service of noteON BEHALF OF THEMSELVES, attachment prior to judgmentTHEIR SUBSIDIARIES AND, attachment in aid of executionTO THE FULLEST EXTENT PERMITTED BY LAW, executor or otherwiseON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) with respect to itself or its propertyHEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, the Company hereby irrevocably waives such immunity in respect of their obligations under this Agreement, to the extent permitted by lawARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Submission to Jurisdiction; Appointment of Agent for Service. To The Company hereby irrevocably submits to the exclusive jurisdiction of the New York Courts in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the Company irrevocably submits and agrees not to the jurisdiction of any federal plead or state court in the City, County and State of New York, United States of America, claim in any suit or proceeding based on or arising under this Agreement (solely in connection with such court that any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably and fully waives the defense of court has been brought in an inconvenient forum to the maintenance of such suit or proceeding. The Company hereby irrevocably designates and appoints Jeff▇▇▇ ▇▇▇▇, ▇▇q., 1133 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇e "Process Agent"), as the authorized agent of the Company upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of Jeff▇▇▇ ▇▇▇▇ ▇▇ such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to the Initial Purchaser that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the right of the Initial Purchaser or any person controlling the Initial Purchaser or any Indemnified Holder to serve process in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Company has any outstanding obligations under this Agreementforum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives waives, to the fullest extent permitted by law, such immunity in respect of their obligations under any such suit, action or proceeding. The Company irrevocably appoints Cogency Global Inc. as its respective authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect. It is understood that this Section 12 shall remain operative and in full force and effect regardless of any termination of this Agreement, to the extent permitted by law.