Common use of Appointment of Agent for Service Clause in Contracts

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.

Appointment of Agent for Service. Mexico FMS-WM has irrevocably appointed its Consul General Corporation Service Company in The City of New York City and his successors with a current address at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon on this Agreement or the Notes which may be instituted in any state State or federal Federal court in The Borough of Manhattan, The City and State of New York (by any Agent or the “Specified Courts”). Each holder of a Note, and, subject to the parties hereto irrevocably submits to last sentence of this Section 10, FMS-WM expressly accepts the jurisdiction of the Specified Courts any such court in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may . Such appointment shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General irrevocable as long as any of the Debt Securities Notes remain outstanding or, if unless and until the appointment of a successor as FMS-WM’s Authorized Agent and such person successor’s acceptance of such appointment shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided hereinhave occurred. Mexico FMS-WM will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxxthe address indicated herein, Xxx Xxxxor at such other address in The City of New York, Xxx Xxxx 00000State of New York, orU.S.A., if applicable, CT Corporation System or its successoras may be the office of the Authorized Agent at the time of such service, and written notice of such service to FMS-WM (mailed or delivered to Mexico FMS-WM at its address set forth in Section 11 hereof 13 hereof) shall be deemed, in every respect, effective service of process upon MexicoFMS-WM. Upon receipt of such service of process, the Authorized Agent shall advise FMS-WM promptly by electronic mail or facsimile of its receipt thereof but the failure to so advise shall not effect the validity or timeliness of service effected as set forth in the preceding sentence. Notwithstanding the foregoing, any such action arising out of or based on the Notes may also be instituted by the holder of a Note in any competent court in Mexicothe Federal Republic of Germany, to the extent permitted by German law. Any purported revocation by Mexico Subject to the foregoing sentence, each of such appointment pursuant FMS-WM and the Agents hereby irrevocably submits to this Section 15 shall be ineffective with regard the jurisdiction of any State or Federal court in The City and State of New York in any suit, action or proceeding arising out of or relating to this Agreement unless revoked with or the prior written consent Notes of any series. Notwithstanding anything in this Agreement or in the Representatives prior Notes to the execution contrary, such appointment of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 an authorized agent for service of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will process shall not be enforced by Mexican courts against any of interpreted to include actions brought under the property of MexicoUnited States Federal securities laws.

Appointment of Agent for Service. Mexico has irrevocably appointed hereby appoints its Consul General in New York City and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any UnderwriterAgent, or by any persons controlling such UnderwriterAgent, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities Notes remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.

Appointment of Agent for Service. Mexico has By the execution and delivery of this Indenture, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed its Consul General in New York City and his successors CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Securities or this Agreement which Indenture that may be instituted in any state Federal or federal State court in The the State of New York, Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Trustee (the “Specified Courts”whether in its individual capacity or in its capacity as Trustee hereunder). Each of the parties hereto irrevocably , and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Specified Courts Company (mailed or delivered to its Treasurer at its principal executive offices, as specified in the first paragraph of this Indenture) shall be deemed in every respect effective service of process upon it in any such suit or proceeding. 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 CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be outstanding. 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 notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of any such actionits obligations under this Indenture and the Securities, to the extent permitted by law. The Company hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Indenture or the Securities in any Federal or State court in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City State of New York, a person acting as or discharging the function Borough of Consul General as long as any Manhattan. Each of the Debt Securities remain outstanding orparties hereto hereby irrevocably waives, if such person shall not be maintainedto the fullest extent permitted by law, Mexico will appoint CT Corporation System or its successor the defense of an inconvenient forum to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice maintenance of such service mailed action or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) proceeding in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicocourt.

Appointment of Agent for Service. Mexico has By the execution and delivery of this Indenture, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed its Consul General in New York City and his successors CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Notes or this Agreement which Indenture that may be instituted in any state Federal or federal State court in The the State of New York, Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Trustee (the “Specified Courts”whether in its individual capacity or in its capacity as Trustee hereunder). Each of the parties hereto irrevocably , and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Specified Courts Company (mailed or delivered to its Vice President and Deputy General Counsel at the address specified in Section 105(2)) shall be deemed in every respect effective service of process upon it in any such suit or proceeding. 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 CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Notes shall be outstanding. 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 notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of any such actionits obligations under this Indenture and the Notes, to the extent permitted by law. The Company hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Indenture or the Notes in any Federal or State court in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City State of New York, a person acting as or discharging the function Borough of Consul General as long as any Manhattan. Each of the Debt Securities remain outstanding orparties hereto hereby irrevocably waives, if such person shall not be maintainedto the fullest extent permitted by law, Mexico will appoint CT Corporation System or its successor the defense of an inconvenient forum to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice maintenance of such service mailed action or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) proceeding in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicocourt.

Appointment of Agent for Service. Mexico has The Issuer hereby irrevocably appointed its Consul General in appoints Allied Irish Bank plc, New York City and his successors Branch at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any legal action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon this Agreement proceeding which may be instituted in any state Federal or federal State court in The the Borough of Manhattan, The City of New York (the “Specified Courts”). Each arising out of the parties hereto irrevocably submits or relating to the jurisdiction Notes or this Indenture. Service of the Specified Courts in respect of process upon any such action, irrevocably waives any objection which it may now agent at such office (or hereafter have to the laying of venue of any such action other address in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New YorkYork as such agent shall furnish in writing to the Trustee), a person acting and written notice of said service to the Issuer by the Person serving the same addressed as provided in Section 1.5, shall be deemed in every respect effective service of process upon the Issuer or discharging in any such legal action or proceeding, and the function Issuer hereby submits to the jurisdiction of Consul General as any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders shall have any rights pursuant to the terms thereof or of this Indenture or until the appointment of a successor by the Issuer with the consent of the Debt Securities remain outstanding or, if Trustee and such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor’s acceptance of such appointment. The Issuer further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of each such agent or appointments successor. The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in full force any such suit, action or proceedings brought in such a court shall be conclusive and effect as aforesaid. Service of process binding upon the Authorized Agent at 00 Xxxx 00xx XxxxxxIssuer and may be enforced in the courts of Ireland (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such judgment, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective provided that service of process is effected upon Mexicothe Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment; (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment; or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section 1.12. Notwithstanding the foregoing, any such action actions arising out of or relating to the Notes or this Indenture may be instituted instituted, subject to the limitations set forth in Article VI of this Indenture, by the Holder of any Note in any competent court in MexicoIreland. Any purported revocation by Mexico of such appointment pursuant to Nothing in this Section 15 1.12 shall be ineffective with regard to this Agreement unless revoked with affect the prior written consent right of the Representatives prior Trustee or any Holder to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) serve process in any such action manner permitted by applicable law or limit the right of the Trustee or any Holder to bring proceedings against the Issuer in the Specified Courts courts of any other jurisdiction or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicojurisdictions.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City By the execution and his successors delivery of this Indenture, NiSource Finance and the Parent hereby appoint the Trustee as its authorized their agent (the “Authorized Agent”) upon whom which process may be served in any legal action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon this Agreement proceeding which may be instituted in any state Federal or federal State court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as arising out of or discharging relating to the function of Consul General as long as any of Securities, the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System coupons or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaidthis Indenture. Service of process upon such agent at the Authorized Agent office of such agent at 00 450 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, orXxtention: Capital Markets Fiduciary Services (or such other address in the Borough of Manhattan, if applicableThe City of New York, CT Corporation System or its successoras may be the Corporate Trust Office of the Trustee), and written notice of such said service mailed or delivered to Mexico at its address set forth NiSource Finance and the Parent, as the case may be, by the Person serving the same addressed as provided in Section 11 hereof 105, shall be deemed, deemed in every respect, respect effective service of process upon Mexico. Notwithstanding NiSource Finance and the foregoingParent, as the case may be, in any such legal action may be instituted in or proceeding, and NiSource Finance and the Parent hereby submit to the jurisdiction of any competent such court in Mexicowhich any such legal action or proceeding is so instituted. Any purported revocation by Mexico Such appointment shall be irrevocable so long as the Holders of such appointment Securities or coupons shall have any rights pursuant to the terms thereof or of this Section 15 shall be ineffective with regard to this Agreement unless revoked Indenture until the appointment of a successor by NiSource Finance and the Parent, as the case may be, with the prior written consent of the Representatives prior Trustee and such successor's acceptance of such appointment. NiSource Finance and the Parent further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor. By the execution and delivery of this Agreement. Mexico Indenture, the Trustee hereby irrevocably waives any immunity from jurisdiction agrees to which act as such agent and undertakes promptly to notify NiSource Finance and the Parent, as the case may be, of receipt by it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) of service of process in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicoaccordance with this Section.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in The Republic hereby appoints the Embassy of the Republic of Hungary, Office of the Trade Commissioner, 150 East 58th Street, 33rd Floor, New York, New York City and his successors 10155, as its authorized agent xxxxxxxxxx xxxxx (the “Authorized Agent”xxx "Xxxxxxxxxx Xxxxx") upon whom process xxxx xxxxx xxxxess may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon on this Agreement or the Debt Securities which may be instituted in any state State or federal Federal court in The Borough of ManhattanNew York, The City of New York (by the “Specified Courts”). Each holder of a Debt Security of which the parties hereto irrevocably submits to Fiscal Agent is acting as fiscal agent hereunder, and the Republic expressly accepts the jurisdiction of the Specified Courts any such court in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may . Such appointment shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Securities remain outstanding or, if unless and until a successor agent shall have been appointed as the Republic's Authorized Agent and such person successor Authorized Agent shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided hereinhave accepted such appointment. Mexico The Republic will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxxthe address indicated in this Section 9, Xxx Xxxxor at such other address in the Borough of Manhattan, Xxx Xxxx 00000The City of New York, or, if applicable, CT Corporation System or its successoras may be the address of the Authorized Agent at the time of such service, and written notice of such service to the Republic (mailed or delivered to Mexico the Republic at its the address set forth in Section 11 hereof 10 hereof) shall be deemed, in every respect, effective service of process upon Mexicothe Republic. Upon receipt of such service of process, the Authorized Agent shall advise the Republic promptly in writing by telefax of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. Notwithstanding the foregoing, any such action against the Republic arising out of or based on the Debt Securities may also be instituted by the holder of a Debt Security in any competent court in Mexicothe Republic of Hungary. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior The Republic hereby waives irrevocably, to the execution of this Agreement. Mexico hereby irrevocably waives fullest extent permitted by law, any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action arising out of or based on this Agreement or the Debt Securities which may be instituted as provided in the Specified Courts this Section in any State or Federal court in New York, New York, or in any competent court in Mexico, except that the Republic of Hungary. Such waiver constitutes only a limited and specific waiver for the purposes of this Agreement and the Debt Securities and under Article 4 no circumstances shall it be interpreted as a general waiver by the Republic or a waiver with respect to proceedings not arising out of or based on this Agreement or the Debt Securities. Neither such appointment nor such waiver shall be interpreted to include the waiver of any immunity with respect to: (i) actions brought against the Republic under U.S. State or Federal securities laws; (ii) present or future "premises of the Federal Code of Civil Procedure of Mexico attachment prior to judgment mission" as defined in the Vienna Convention on Diplomatic Relations signed in 1961; (iii) "Consular premises" as defined in the Vienna Convention on Consular Relations signed in 1963; (iv) any other property or attachment assets used solely or mainly for official state purposes in aid of execution will not be enforced by Mexican courts against any the Republic or elsewhere; or (v) military property or military assets or property or assets of the property of MexicoRepublic related thereto.

Appointment of Agent for Service. Mexico has By the execution and delivery of this Indenture, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed its Consul General in New York City and his successors CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Securities or this Agreement which Indenture that may be instituted in any state Federal or federal State court in The the State of New York, Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Trustee (the “Specified Courts”whether in its individual capacity or in its capacity as Trustee hereunder). Each of the parties hereto irrevocably , and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Specified Courts Company (mailed or delivered to its Treasurer at its principal office in Calgary, Canada, as specified in Section 105(2) hereof) shall be deemed in every respect effective service of process upon it in any such suit or proceeding. 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 CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and so long as any of the Securities shall be outstanding. 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 notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of any such actionits obligations under this Indenture and the Securities, to the extent permitted by law. The Company hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Indenture or the Securities in any Federal or State court in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City State of New York, a person acting as or discharging the function Borough of Consul General as long as any Manhattan. Each of the Debt Securities remain outstanding orparties hereto hereby irrevocably waives, if such person shall not be maintainedto the fullest extent permitted by law, Mexico will appoint CT Corporation System or its successor the defense of an inconvenient forum to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice maintenance of such service mailed action or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) proceeding in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicocourt.

Appointment of Agent for Service. Mexico Each of the Company and the Guarantor has irrevocably designated and appointed its Consul General in New York City and his successors the Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, arising out of or based upon this Agreement which may be instituted proceeding in any state Federal or federal State court in The the Borough of Manhattan, The City of New York (the “Specified Courts”). Each arising out of the parties hereto irrevocably submits or relating to the jurisdiction Senior Debt Securities, this Senior Debt Securities Indenture, the First Supplemental Indenture, the Third Supplemental Indenture, or this Fourth Supplemental Indenture, but for that purpose only, and agrees that service of the Specified Courts process upon such authorized agent shall be deemed in every respect effective service of process upon it in any such action, irrevocably waives suit or proceeding in any objection which it may now Federal or hereafter have to the laying of venue of any such action State court in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as New York. Such appointment shall be irrevocable so long as any of the Senior Debt Securities remain outstanding orOutstanding until the appointment of a successor by the Company or the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, if the Company or the Guarantor shall notify the Trustee of the name and address of such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor. Each of the Company and the Guarantor further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment or appointments of such authorized agent in full force and effect so long as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Each of Mexicothe Company and the Guarantor hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General (a) By the execution and delivery of this Indenture, United Dominion Industries Limited designates and appoints the Issuer, in New York City and his successors Charlotte, North Carolina, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Guaranteed Securities, the Guarantees or this Agreement Indenture which may be instituted in any state Federal or federal court New York State Court located in The the Borough of Manhattan, The City and State of New York York, but for that purpose only, and agrees that service of process upon the Issuer, directed to the attention of Corporate Secretary and written notice of said service given by the Person serving the same to it, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State Court in such Borough, City and State. United Dominion Industries Limited hereby submits (for the “Specified Courts”). Each purposes of the parties hereto irrevocably submits any such suit or proceeding) to the jurisdiction of the Specified Courts in respect of any such actioncourt described above in which any such suit or proceeding is so instituted, and irrevocably waives waives, to the fullest extent it may lawfully do so, any objection which it may have now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the Specified Courts and waives any right to which fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Guaranteed Securities remain outstanding orand such appointment will be irrevocable until the appointment of a successor by United Dominion Industries Limited with the consent of the Trustee and such successor's acceptance of such appointment. Upon such acceptance, if United Dominion Industries Limited shall notify the Trustee, in writing, of the name and address of such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor. United Dominion Industries Limited further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of the Issuer or appointments its successor in full force and effect so long as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.applicable Guaranteed Securities shall be outstanding. The

Appointment of Agent for Service. Mexico has irrevocably appointed will appoint its Consul General in New York City and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any UnderwriterAgent, or by any persons controlling such UnderwriterAgent, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities Notes remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 9 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 13 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives each Underwriter prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City By the execution and his successors delivery of this Senior Indenture, the Issuer designates and appoints Xxxxxxx National Life Insurance Company at 0 Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Securities or this Agreement Senior Indenture which may be instituted in any state Federal or federal court New York State Court located in The the Borough of Manhattan, The City and State of New York (York, but for that purpose only, and agrees that service of process upon said Xxxxxxx National Life Insurance Company, directed to the “Specified Courts”). Each attention of the parties hereto irrevocably General Counsel and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the purposes of any such suit or proceedings) to the jurisdiction of the Specified Courts in respect of any such actioncourt in which any such suit or proceeding is so instituted, and irrevocably waives waives, to the fullest extent it may lawfully do so, any objection which it may have now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the Specified Courts and waives any right to which fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Securities remain outstanding orOutstanding and such appointment shall be irrevocable until the appointment with due care of a reputable successor by the Issuer and such successor’s acceptance of such appointment. Upon such acceptance, if the Issuer shall notify the Senior Trustee of the name and address of such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor. The Issuer further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of said Xxxxxxx National Life Insurance Company or appointments its successor in full force and effect so long as aforesaidany of the Securities shall be Outstanding. Service of process The Senior Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action. The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Authorized Agent at 00 Xxxx 00xx XxxxxxIssuer and may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such judgment, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective provided that service of process is effected upon Mexicothe Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section. Notwithstanding the foregoing, any such action actions arising out of or relating to the Securities or this Senior Indenture may be instituted by any party hereto and, subject to the limitations set forth in Article Five of this Senior Indenture, by the Holder of any Security in any competent court in MexicoEngland and Wales. Any purported revocation by Mexico of such appointment pursuant to Nothing in this Section 15 shall be ineffective with regard to this Agreement unless revoked with affect the prior written consent right of the Representatives prior Senior Trustee or any Holder of any Security to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) serve process in any such action manner permitted by applicable law or limit the right of the Senior Trustee or any Holder of any Security to bring proceedings against the Issuer in the Specified Courts courts of any other jurisdiction or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicojurisdictions.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City By the execution and his successors delivery of this Indenture, NiSource Finance and the Parent hereby appoint the Trustee as its authorized their agent (the “Authorized Agent”) upon whom which process may be served in any legal action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon this Agreement proceeding which may be instituted in any state Federal or federal State court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as arising out of or discharging relating to the function of Consul General as long as any of Securities, the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System coupons or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaidthis Indenture. Service of process upon such agent at the Authorized Agent office of such agent at 00 450 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, orXxtention: Capital Markets Fiduciary Services (or such other address in the Borough of Manhattan, if applicableThe City of New York, CT Corporation System or its successoras may be the Corporate Trust Office of the Trustee), and written notice of such said service mailed or delivered to Mexico at its address set forth NiSource Finance and the Parent by the Person serving the same addressed as provided in Section 11 hereof 105, shall be deemed, deemed in every respect, respect effective service of process upon Mexico. Notwithstanding NiSource Finance and the foregoing, Parent in any such legal action may be instituted in or proceeding, and NiSource Finance and the Parent hereby submit to the jurisdiction of any competent such court in Mexicowhich any such legal action or proceeding is so instituted. Any purported revocation by Mexico Such appointment shall be irrevocable so long as the Holders of such appointment Securities or coupons shall have any rights pursuant to the terms thereof or of this Section 15 shall be ineffective with regard to this Agreement unless revoked Indenture until the appointment of a successor by NiSource Finance and the Parent with the prior written consent of the Representatives prior Trustee and such successor's acceptance of such appointment. NiSource Finance and the Parent further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor. By the execution and delivery of this Agreement. Mexico Indenture, the Trustee hereby irrevocably waives any immunity from jurisdiction agrees to which act as such agent and undertakes promptly to notify NiSource Finance and the Parent of receipt by it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) of service of process in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicoaccordance with this Section.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General The Company, by the execution and delivery of this Agreement, agrees that service of process may be made upon it at the principal office of CT Corporation System in New York City in any suit or proceeding against the Company instituted by any Underwriter or by any person controlling any Underwriter based on or arising under this Agreement in any United States Federal District Court or State court in the State of New York, County of New York and his successors expressly accepts the nonexclusive jurisdiction of any such court in respect of any such suit or proceeding. The Company further, by the execution and delivery of this Agreement, irrevocably designates and appoints CT Corporation System in the County, City and State of New York, United States of America, as its the authorized agent (of the “Authorized Agent”) Company upon whom process may be served in any action by any Underwritersuch suit or proceeding, or by any persons controlling such Underwriter, arising out it being understood that the designation and appointment of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint 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 each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same in writing. The Company further agrees that, to the extent permitted by law, service of process upon CT Corporation and written notice of said service to the Company mailed by first class airmail or its successor delivered to act as its it at the address specified in Section 12 shall be deemed in every respect effective service of process agent as provided hereinupon the Company in any such suit or proceeding. Mexico will The Company further agrees to take any and all action, including the execution and filing of any all such instruments and all documents and instrumentsdocuments, that as may be necessary to continue such designation and appointment or appointments in full force and effect for five years from the Closing Time. If the foregoing correctly sets forth the understanding between you and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, UTi WORLDWIDE INC. By: ------------------------------- Chief Executive Officer Accepted as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior date first above written BEAR, STEAXXX & XO. INC. LAZARD FRERES & CO. LLC BB&T CAPITAL MARKETS/SCOTX & XTRIXXXXXXXX, XXC. By ------------------------------------- Bear, Steaxxx & Xo. Inc. On behalf of themselves and the other Underwriters named in Schedule I hereto. SCHEDULE I Number of Additional Shares Number of Firm Shares to the execution be Purchased if Maximum Name of this AgreementUnderwriter to be Purchased Option Exercised --------------------------------------------------------------------------------------------------------- Bear, Steaxxx & Xo. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachmentInc. Lazard Freres & Co. LLC BB&T Capital Markets/Scotx & Xtrixxxxxxxx, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.Xxc. Total ============ ============= SCHEDULE II

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City The Guarantor hereby -------------------------------- designates and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any Underwriterappoints Xxxxxx Xxxx & Priest LLP, or by any persons controlling such Underwriter, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, oras its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, if applicableThe City of New York arising out of or relating to this Preferred Partnership Securities Guarantee, CT Corporation System or its successorbut for that purpose only, and written notice agrees that service of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof process upon said agent shall be deemed, deemed in every respect, respect effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action suit or proceeding in any Federal or State court in the Specified Courts or in any competent court in MexicoBorough of Manhattan, except that under Article 4 The City of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not New York. Such appointment shall be enforced by Mexican courts against irrevocable so long as any of the property Preferred Partnership Securities remain Outstanding until the appointment of Mexicoa successor by the Guarantor and such successor's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Partnership Guarantee Trustee of the name and address of such successor. The Guarantor further agree 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 said agent in full force and effect so long as any of the Preferred Partnership Securities shall be Outstanding. The Partnership Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing in this Section shall affect the right of the Partnership Guarantee Trustee or any Holder of any Preferred Partnership Security to serve process in any manner permitted by applicable law or limit the right of the Partnership Guarantee Trustee or any Holder of any Preferred Partnership Security to bring proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City By the execution and his successors delivery of this Subordinated Indenture, the Issuer designates and appoints Xxxxxxx National Life Insurance Company at 0 Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Securities or this Agreement Subordinated Indenture which may be instituted in any state Federal or federal court New York State Court located in The the Borough of Manhattan, The City and State of New York but for that purpose only, and agrees that service of process upon said Xxxxxxx National Life Insurance Company, directed to the attention of Xxxxxx X. Xxxxx and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the “Specified Courts”). Each purposes of the parties hereto irrevocably submits any such suit or proceeding) to the jurisdiction of the Specified Courts in respect of any such actioncourt in which any such suit or proceeding is so instituted, and irrevocably waives waives, to the fullest extent it may lawfully do so, any objection which it may have now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the Specified Courts and waives any right to which fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Securities remain outstanding orOutstanding and such appointment shall be irrevocable until the appointment of a successor by the Issuer and such successor’s acceptance of such appointment. Upon such acceptance, if the Issuer shall notify the Subordinated Trustee of the name and address of such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor. The Issuer further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of said Xxxxxxx National Life Insurance Company or appointments its successor in full force and effect so long as aforesaidany of the Securities shall be Outstanding. Service of process The Subordinated Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action. The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successorIssuer, and written notice may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemedjudgment, in every respect, effective provided that service of process is effected upon Mexicothe Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section 1.17. Notwithstanding the foregoing, any such action actions arising out of or relating to the Securities or this Subordinated Indenture may be instituted by any party hereto and, subject to the limitations set forth in Article Five of this Subordinated Indenture, by the Holder of any Security in any competent court in MexicoEngland. Any purported revocation by Mexico of such appointment pursuant to Nothing in this Section 15 shall be ineffective with regard to this Agreement unless revoked with affect the prior written consent right of the Representatives prior Subordinated Trustee or any Holder of any Security to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) serve process in any such action manner permitted by applicable law or limit the right of the Subordinated Trustee or any Holder of any Security to bring proceedings against the Issuer in the Specified Courts courts of any other jurisdiction or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicojurisdictions.

Appointment of Agent for Service. Mexico CAF has irrevocably appointed its Consul General CT Corporation System in The City of New York City and his successors York, with a current address at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon on this Agreement or the Securities which may be instituted in any state State or federal Federal court in The Borough of Manhattan, The City of New York (by the “Specified Courts”). Each Fiscal Agent or the holder of a Security, and, subject to the parties hereto irrevocably submits to last sentence of this Section 10, CAF expressly accepts the jurisdiction of the Specified Courts any such court in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may . Such appointment shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General irrevocable as long as any of the Debt Securities remain outstanding or, if unless and until the appointment of a successor as CAF’s Authorized Agent and such person successor’s acceptance of such appointment shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided hereinhave occurred. Mexico CAF will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxxthe address indicated herein, Xxx Xxxxor at such other address in The City of New York, Xxx Xxxx 00000State of New York, orU.S.A., if applicable, CT Corporation System or its successoras may be the office of the Authorized Agent at the time of such service, and written notice of such service to CAF (mailed or delivered to Mexico CAF at its address set forth in Section 11 hereof 13 hereof) shall be deemed, in every respect, effective service of process upon MexicoCAF. Upon receipt of such service of process, the Authorized Agent shall advise CAF promptly by telex or facsimile of its receipt thereof but the failure to so advise shall not effect the validity or timeliness of service effected as set forth in the preceding sentence. Notwithstanding the foregoing, any such action arising out of or based on the Securities may also be instituted by the holder of a Security in any competent court in Mexicothe Republics of Bolivia, Colombia, Ecuador, Peru and Venezuela. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico CAF hereby waives irrevocably waives any immunity from jurisdiction (except for immunity from execution prior to final judgment) to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action arising out of or based on this Agreement or the Securities which may be instituted as provided in the Specified Courts this Section in any State or Federal court in The City of New York or in any competent court in Mexicothe Republics of Bolivia, except that under Article 4 Colombia, Ecuador, Peru and Venezuela. Notwithstanding anything in this Agreement or in the Securities to the contrary, such appointment of the Federal Code an authorized agent for service of Civil Procedure process and such waiver of Mexico attachment prior to judgment or attachment in aid of execution will immunity shall not be enforced by Mexican courts against any of interpreted to include actions brought under the property of MexicoUnited States Federal securities laws.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City By the execution and his successors delivery of this Subordinated Indenture, the Issuer designates and appoints Xxxxxxx National Life Insurance Company at 0 Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Securities or this Agreement Subordinated Indenture which may be instituted in any state Federal or federal court New York State Court located in The the Borough of Manhattan, The City and State of New York (York, but for that purpose only, and agrees that service of process upon said Xxxxxxx National Life Insurance Company, directed to the “Specified Courts”). Each attention of the parties hereto irrevocably General Counsel and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the purposes of any such suit or proceedings) to the jurisdiction of the Specified Courts in respect of any such actioncourt in which any such suit or proceeding is so instituted, and irrevocably waives waives, to the fullest extent it may lawfully do so, any objection which it may have now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the Specified Courts and waives any right to which fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Securities remain outstanding orOutstanding and such appointment shall be irrevocable until the appointment with due care of a reputable successor by the Issuer and such successor’s acceptance of such appointment. Upon such acceptance, if the Issuer shall notify the Subordinated Trustee of the name and address of such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor. The Issuer further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of said Xxxxxxx National Life Insurance Company or appointments its successor in full force and effect so long as aforesaidany of the Securities shall be Outstanding. Service of process The Subordinated Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action. The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Authorized Agent at 00 Xxxx 00xx XxxxxxIssuer and may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such judgment, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective provided that service of process is effected upon Mexicothe Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section. Notwithstanding the foregoing, any such action actions arising out of or relating to the Securities or this Subordinated Indenture may be instituted by any party hereto and, subject to the limitations set forth in Article Five of this Subordinated Indenture, by the Holder of any Security in any competent court in MexicoEngland and Wales. Any purported revocation by Mexico of such appointment pursuant to Nothing in this Section 15 shall be ineffective with regard to this Agreement unless revoked with affect the prior written consent right of the Representatives prior Subordinated Trustee or any Holder of any Security to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) serve process in any such action manner permitted by applicable law or limit the right of the Subordinated Trustee or any Holder of any Security to bring proceedings against the Issuer in the Specified Courts courts of any other jurisdiction or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicojurisdictions.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General The Company, by the execution and delivery of this Agreement, agrees that service of process may be made upon it at the principal office of CT Corporation System in New York City in any suit or proceeding against the Company instituted by any Underwriter or by any person controlling any Underwriter based on or arising under this Agreement in any United States Federal District Court or State court in the State of New York, County of New York and his successors expressly accepts the nonexclusive jurisdiction of any such court in respect of any such suit or proceeding. The Company further, by the execution and delivery of this Agreement, irrevocably designates and appoints CT Corporation System in the County, City and State of New York, United States of America, as its the authorized agent (of the “Authorized Agent”) Company upon whom process may be served in any action by any Underwritersuch suit or proceeding, or by any persons controlling such Underwriter, arising out it being understood that the designation and appointment of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint 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 each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same in writing. The Company further agrees that, to the extent permitted by law, service of process upon CT Corporation and written notice of said service to the Company mailed by first class airmail or its successor delivered to act as its it at the address specified in Section 12 shall be deemed in every respect effective service of process agent as provided hereinupon the Company in any such suit or proceeding. Mexico will The Company further agrees to take any and all action, including the execution and filing of any all such instruments and all documents and instrumentsdocuments, that as may be necessary to continue such designation and appointment or appointments in full force and effect for five years from the Closing Time. If the foregoing correctly sets forth the understanding between you and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, UTi WORLDWIDE INC. By: ------------------------------- Chief Executive Officer Accepted as aforesaidof the date first above written BEAR, STEAXXX & XO. Service INC. LAZARD FRERES & CO. LLC BB&T CAPITAL MARKETS/SCOTX & XTRIXXXXXXXX, XXC. By ------------------------------------- Bear, Steaxxx & Xo. Inc. On behalf of process upon themselves and the Authorized Agent at 00 Xxxx 00xx Xxxxxxother Underwriters named in Schedule I hereto. SCHEDULE I Number of Additional Shares Number of Firm Shares to be Purchased if Maximum Name of Underwriter to be Purchased Option Exercised --------------------------------------------------------------------------------------------------------- Bear, Xxx XxxxSteaxxx & Xo. Inc. Lazard Freres & Co. LLC BB&T Capital Markets/Scotx & Xtrixxxxxxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice Xxc. Total ============ ============= SCHEDULE II Names of such service mailed or delivered shareholders subject to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. lock-up provision -------------------------------------------------- * Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent provisions of the Representatives prior to the execution of this Underwriting Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which , such shareholder's lock-up agreement shall provide that it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) may engage in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property specified dipositions with respect to up to 50% of Mexicoits shares after 60 days following the date of the prospectus, with the remaining 50% of its shares being subject to the 180-day lock-up period.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in The Republic hereby appoints the Embassy of the Republic of Hungary, Office of the Trade Commissioner, 150 East 58th Street, 33rd Floor, New York, New York City and his successors 10155, as its authorized agent xxxxxxxxxx xxxxx (the “Authorized Agent”xxx "Xxxxxxxxxx Xxxxx") upon whom process xxxx xxxxx xxxxess may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon on this Agreement or the Debt Securities which may be instituted in any state State or federal Federal court in The Borough of ManhattanNew York, The City of New York (by the “Specified Courts”). Each holder of a Debt Security of which the parties hereto irrevocably submits to Fiscal Agent is acting as fiscal agent hereunder, and the Republic expressly accepts the jurisdiction of the Specified Courts any such court in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may . Such appointment shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Securities remain outstanding or, if unless and until a successor agent shall have been appointed as the Republic's Authorized Agent and such person successor Authorized Agent shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided hereinhave accepted such appointment. Mexico The Republic will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxxthe address indicated in this Section 9, Xxx Xxxxor at such other address in the Borough of Manhattan, Xxx Xxxx 00000The City of New York, or, if applicable, CT Corporation System or its successoras may be the address of the Authorized Agent at the time of such service, and written notice of such service to the Republic (mailed or delivered to Mexico the Republic at its the address set forth in Section 11 hereof 10 hereof) shall be deemed, in every respect, effective service of process upon Mexicothe Republic. Upon receipt of such service of process, the Authorized Agent shall advise the Republic promptly in writing by telefax of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. Notwithstanding the foregoing, any such action against the Republic arising out of or based on the Debt Securities may also be instituted by the holder of a Debt Security in any competent court in Mexicothe Republic of Hungary. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior The Republic hereby waives irrevocably, to the execution of this Agreement. Mexico hereby irrevocably waives fullest extent permitted by law, any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.it

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City and his successors Waiver of Immunity. The Bank hereby appoints Corporation Service Company at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, or by any persons controlling such Underwriter, arising out of or based upon on this Agreement which may be instituted in any state or federal court in The the Southern District of New York or any state court in the Borough of Manhattan, The City of New York (by the “Specified Courts”). Each Underwriters or any controlling persons of the parties hereto irrevocably Underwriters, and the Bank expressly submits to the jurisdiction of the Specified Courts any such court in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may . Such appointment shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Offered Securities remain outstanding or, if unless and until a successor shall have been appointed as the Bank’s Authorized Agent and such person successor shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided hereinhave accepted such appointment. Mexico The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxxthe address indicated in this Section 13, Xxx Xxxxor at such other address in the Borough of Manhattan, Xxx Xxxx 00000The City of New York, or, if applicable, CT Corporation System or its successor, and written notice as may be the office of the Authorized Agent at the time of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexicothe Bank. Upon receipt of such service of process, the Authorized Agent shall advise the Bank promptly by facsimile of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. Notwithstanding the foregoing, any such action against the Bank arising out of or based on this Agreement may also be instituted by the Underwriters or any controlling persons of the Underwriters in any competent court in Mexicothe Federal Republic of Germany. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior The Bank hereby waives irrevocably, to the execution of this Agreement. Mexico hereby irrevocably waives fullest extent permitted by applicable law, any immunity from jurisdiction to which it might otherwise at any time be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action arising out of or based on this Agreement which may be instituted as provided in this Section in any United States federal court in the Specified Courts Southern District of New York or any state court in the Borough of Manhattan, The City of New York or in any competent court in Mexicothe Federal Republic of Germany. The Bank hereby waives any immunity from attachment of its assets or from execution of judgments in any action. UNDERWRITING AGREEMENT _________, except 20__ LANDWIRTSCHAFTLICHE RENTENBANK Xxxxxxxxxxx 0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Dear Sirs and Mesdames: We (the “Lead Managers” or the “Underwriters”) understand that Landwirtschaftliche Rentenbank, a credit institution organized under Article 4 the public law of the Federal Code Republic of Civil Procedure Germany (the “Bank”), proposes to issue and sell $_____________ aggregate principal amount of Mexico attachment prior its ____% notes due _____ (the “Offered Securities”). The Offered Securities will be issued pursuant to judgment the provisions of a Fiscal Agency Agreement dated as of October 16, 2001 (as amended, the “Fiscal Agency Agreement”) between the Bank and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Fiscal Agent (the “Fiscal Agent”). Subject to the terms and conditions set forth or attachment in aid incorporated by reference herein, the Bank hereby agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amounts of execution will not be enforced by Mexican courts against any Offered Securities set forth below opposite their names at a purchase price of _____% of the property principal amount of Mexico.the Offered Securities. Name Principal Amount of Offered Securities [Insert syndicate list]

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City The Guarantor hereby -------------------------------- designates and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any Underwriterappoints Xxxxxx Xxxx & Priest LLP, or by any persons controlling such Underwriter, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, oras its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, if applicableThe City of New York arising out of or relating to this Preferred Trust Securities Guarantee, CT Corporation System or its successorbut for that purpose only, and written notice agrees that service of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof process upon said agent shall be deemed, deemed in every respect, respect effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action suit or proceeding in any Federal or State court in the Specified Courts or in any competent court in MexicoBorough of Manhattan, except that under Article 4 The City of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not New York. Such appointment shall be enforced by Mexican courts against irrevocable so long as any of the property Preferred Trust Securities remain Outstanding until the appointment of Mexicoa successor by the Guarantor and such successor's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Trust Guarantee Trustee of the name and address of such successor. The Guarantor further agree 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 said agent in full force and effect so long as any of the Preferred Trust Securities shall be Outstanding. The Trust Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing in this Section shall affect the right of the Trust Guarantee Trustee or any Holder of any Preferred Trust Security to serve process in any manner permitted by applicable law or limit the right of the Trust Guarantee Trustee or any Holder of any Preferred Trust Security to bring proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Appointment of Agent for Service. Mexico has irrevocably appointed its Consul General in New York City By the execution and his successors delivery of this Subordinated Indenture, the Issuer designates and appoints Xxxxxxx National Life Insurance Company at 0 Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any action by any Underwriter, suit or by any persons controlling such Underwriter, proceeding arising out of or based upon relating to the Securities or this Agreement Subordinated Indenture which may be instituted in any state Federal or federal court New York State Court located in The the Borough of Manhattan, The City and State of New York but for that purpose only, and agrees that service of process upon said Xxxxxxx National Life Insurance Company, directed to the attention of Xxxxxx X. Xxxxx and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the “Specified Courts”). Each purposes of the parties hereto irrevocably submits any such suit or proceeding) to the jurisdiction of the Specified Courts in respect of any such actioncourt in which any such suit or proceeding is so instituted, and irrevocably waives waives, to the fullest extent it may lawfully do so, any objection which it may have now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the Specified Courts and waives any right to which fullest extent it may lawfully do so, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as irrevocable so long as any of the Debt Securities remain outstanding orOutstanding and such appointment shall be irrevocable until the appointment of a successor by the Issuer and such successor’s acceptance of such appointment. Upon such acceptance, if the Issuer shall notify the Subordinated Trustee of the name and address of such person shall not be maintained, Mexico will appoint CT Corporation System or its successor successor. The Issuer further agrees to act as its process agent as provided herein. Mexico will take any and all action, including the execution and filing of any and all such documents and instruments, that as may be necessary to continue such designation and appointment of said Xxxxxxx National Life Insurance Company or appointments its successor in full force and effect so long as aforesaidany of the Securities shall be Outstanding. Service of process The Subordinated Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action. The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successorIssuer, and written notice may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemedjudgment, in every respect, effective provided that service of process is effected upon Mexicothe Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section 1.17. Notwithstanding the foregoing, any such action actions arising out of or relating to the Securities or this Subordinated Indenture may be instituted by any party hereto and, subject to the limitations set forth in Article Five of this Subordinated Indenture, by the Holder of any Security in any competent court in MexicoEngland and Wales. Any purported revocation by Mexico of such appointment pursuant to Nothing in this Section 15 shall be ineffective with regard to this Agreement unless revoked with affect the prior written consent right of the Representatives prior Subordinated Trustee or any Holder of any Security to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) serve process in any such action manner permitted by applicable law or limit the right of the Subordinated Trustee or any Holder of any Security to bring proceedings against the Issuer in the Specified Courts courts of any other jurisdiction or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexicojurisdictions.

Appointment of Agent for Service. Mexico has irrevocably appointed hereby appoints its Consul General in New York City and his successors as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action by any UnderwriterAgent, or by any persons controlling such UnderwriterAgent, arising out of or based upon this Agreement which may be instituted in any state or federal court in The Borough of Manhattan, The City of New York (the “Specified Courts”). Each of the parties hereto irrevocably submits to the jurisdiction of the Specified Courts in respect of any such action, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such action in the Specified Courts and waives any right to which it may be entitled on account of residence or domicile. Mexico will maintain at all times in The Borough of Manhattan, The City of New York, a person acting as or discharging the function of Consul General as long as any of the Debt Securities Notes remain outstanding or, if such person shall not be maintained, Mexico will appoint CT Corporation System or its successor to act as its process agent as provided herein. Mexico will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or, if applicable, CT Corporation System or its successor, and written notice of such service mailed or delivered to Mexico at its address set forth in Section 11 hereof shall be deemed, in every respect, effective service of process upon Mexico. Notwithstanding the foregoing, any such action may be instituted in any competent court in Mexico. Any purported revocation by Mexico of such appointment pursuant to this Section 15 shall be ineffective with regard to this Agreement unless revoked with the prior written consent of the Representatives prior to the execution of this Agreement. Mexico hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including sovereign immunity and immunity from pre-judgment attachment, post-judgment attachment and execution) in any such action in the Specified Courts or in any competent court in Mexico, except that under Article 4 of the Federal Code of Civil Procedure of Mexico attachment prior to judgment or attachment in aid of execution will not be enforced by Mexican courts against any of the property of Mexico.