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

Consent to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted by applicable law, the Guarantor hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York, in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable law.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawCompany and the Underwriters irrevocably (i) agrees, for the Guarantor benefit of the Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submits to the jurisdiction of may be instituted in any Federal state or State federal court located in the Borough of Manhattan in Manhattan, The City of New York, New YorkYork (each a “New York Court”), in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding and agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonproceeding. Nothing herein shall in any way be deemed to limit the ability of the Holders or Underwriters and the Trustee other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX USA Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, U.S.A., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed in every respect, effective service of process upon the Company.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted The Company, by applicable lawits execution and delivery of this Agreement, the Guarantor hereby irrevocably submits to the jurisdiction agrees that service of any Federal or State court located process may be made upon Torys LLP in the Borough United States of Manhattan America in The City any suit or proceeding against the Company instituted by the Underwriters, any indemnified party or by any person, if any, controlling the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act based on or arising under this Agreement in any federal or state court in the State of New York, County of New York, and hereby irrevocably consents and submits to the nonexclusive jurisdiction of any such court in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture personam generally and the Note Guarantee and irrevocably agrees that all claims unconditionally in respect of any such suit or proceeding may be determined in any such courtproceeding. The guarantor irrevocably waivesCompany further, to the fullest extent permitted by lawits execution and delivery of this Agreement, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Torys LLP as its designee, appointee and authorized agent to receive, accept and acknowledge receive for and on its behalf, and its properties, assets and revenues, behalf service for of any and all legal process, summons, notices and documents which that may be served in any action, suit or proceeding brought against the Company with respect to its obligations, liabilities or any other matter arising out of or in the courts listed above which connection with this Agreement and that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, with and it being understood that the designation and appointment of Torys LLP as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company further agrees that, to the extent permitted by law, proper service of process upon Torys LLP at its office set forth in Section 12 and written notice of said service to the Company pursuant to this Section 10, shall be deemed in every respect to effective service of process upon the Company in any suit, action such suit or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantorproceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party the Company agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 7 10 reasonably satisfactory to the TrusteeUnderwriters. The Guarantor Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 7 10 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or and by mailing copies thereof by registered or certified airmailair mail, postage prepaid, to it the Company at its address specified in or designated pursuant to this Third Supplemental IndentureAgreement. The Guarantor Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders or the Trustee Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the federal courts located in The City of New York, New York or the courts of the State of New York located in The City of New York, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The obligation of the Company in respect of any sum due to the Underwriters shall, not withstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Underwriters hereunder, such Underwriters agree to pay to the Company an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to the Underwriters hereunder. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To (a) The Company irrevocably agrees that any legal suit, action or proceeding against the fullest extent permitted Company brought by applicable lawthe Depositary or any Holder, arising out of or based upon this Deposit Agreement or the Guarantor hereby irrevocably submits to the jurisdiction of transactions contemplated hereby, may be instituted in any Federal state or State federal court located in the Borough of Manhattan in The City of New York, New York, in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suitproceeding, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in such a state or federal court shall be conclusive and binding upon in New York, New York. Notwithstanding the Guarantorforegoing, and any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be enforced instituted by the Depositary in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor competent court in the manner specified herein Cayman Islands, Hong Kong, the People’s Republic of China and/or the United States, or as otherwise permitted by lawthe Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Deposit Agreement. The Guarantor hereby irrevocably designatesCompany has appointed Law Debenture Corporate Services Inc., appoints and empowers C T Corporation System000 Xxxxxxx Xxxxxx, with offices at 000 Xxxxxx Xxxxxx0xx Xxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents (the “Authorized Agent”) upon which process may be served in any action, suit such action or proceeding brought in arising out of or based on this Deposit Agreement or the courts listed above transactions contemplated hereby which may be made on such designeeinstituted in any state or federal court in New York, appointee New York by the Depositary or any Holder, and agent in accordance with legal procedures prescribed for such courts, waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to any suitthe Company’s rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, action or proceeding in connection with or arising out of this Third Supplemental Indenture or such appointment shall be irrevocable. The Company represents and warrants that the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available Authorized Agent has agreed to act as suchsaid agent for service of process, such party and the Company agrees to designate a new designeetake any and all action, appointee including the filing of any and agent on the terms all documents and for the purposes of this Section 7 reasonably satisfactory instruments, that may be necessary to the Trusteecontinue such appointment in full force and effect as aforesaid. The Guarantor Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such actionsuit, suit action or proceeding against the Company, by serving service by mail of a copy thereof upon the agent for service of process referred to in this Section 7 Authorized Agent (whether or not the appointment of such agent Authorized Agent shall for any reason prove to be ineffective or such agent Authorized Agent shall fail to accept or acknowledge such service) or by mailing copies thereof ), with a copy mailed to the Company by registered or certified airmailair mail, postage prepaid, to it at its address specified provided in or designated pursuant to this Third Supplemental IndentureSection 16(b) hereof. The Guarantor Company agrees that the failure of any such designee, appointee and agent the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any action or proceeding based thereon. Nothing herein If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof and shall promptly appoint a successor acceptable to the Depositary to serve as Authorized Agent hereunder. In the event the Company fails to continue such designation and appointment in full force and effect as aforesaid, the Company hereby waives personal service of process upon it and consents that any way such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed to limit completed five (5) days after the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable lawsame shall have been so mailed.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted by applicable law, the Guarantor hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York, in any suit, action or proceeding based on or arising out of or relating to this Third Second Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Second Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Second Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable law.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To The Company irrevocably agrees that any legal suit, action or proceeding against the fullest extent permitted Company brought by applicable lawthe Depositary or any Holder, arising out of or based upon this Deposit Agreement or the Guarantor hereby irrevocably submits to the jurisdiction of transactions contemplated hereby, may be instituted in any Federal state or State federal court located in the Borough of Manhattan in The City of New York, New York, in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suitproceeding, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in such a state or federal court shall in New York, New York. J.X.Xxxxxx By holding or owning an ADR or ADS or an interest therein, Holders and beneficial owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving Holders or beneficial owners of ADSs brought by the Company or the Depositary, arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be conclusive and binding upon the Guarantorinstituted in a state or federal court in New York, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. By holding or owning an ADR or ADS or an interest therein, Holders and beneficial owners of ADSs each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or beneficial owners of ADSs, arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities Act of 1933, may be enforced only instituted in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable). Notwithstanding the foregoing or anything in this Deposit Agreement to the contrary, any suit, action or proceeding against the Company based on this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted by the Depositary in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgmentcompetent court in France. J.X.Xxxxxx The Company has appointed BNP Paribas, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents (the "Authorized Agent") upon which process may be served in any action, suit such action arising out of or proceeding brought in based on this Deposit Agreement or the courts listed above transactions contemplated hereby which may be made on such designeeinstituted in any state or federal court in New York, appointee New York by the Depositary or any Holder, and agent in accordance with legal procedures prescribed for such courts, waives any other requirements of or objections to personal jurisdiction with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or thereto. The Company represents and warrants that the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available Authorized Agent has agreed to act as suchsaid agent for service of process, such party and the Company agrees to designate a new designeetake any and all action, appointee including the filing of any and agent on the terms all documents and for the purposes of this Section 7 reasonably satisfactory instruments, that may be necessary to the Trusteecontinue such appointment in full force and effect as aforesaid. The Guarantor Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such actionsuit, suit action or proceeding against the Company, by serving service by mail of a copy thereof upon the agent for service of process referred to in this Section 7 Authorized Agent (whether or not the appointment of such agent Authorized Agent shall for any reason prove to be ineffective or such agent Authorized Agent shall fail to accept or acknowledge such service) or by mailing copies thereof ), with a copy mailed to the Company by registered or certified airmailair mail, postage prepaid, to it at its address specified provided in or designated pursuant to this Third Supplemental IndentureSection 16(b) hereof. The Guarantor Company agrees that the failure of any such designee, appointee and agent the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary in any way be deemed to limit the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents competent court in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable lawFrance.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawCompany and the Underwriters irrevocably (i) agrees, for the Guarantor benefit of the Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submits to the jurisdiction of may be instituted in any Federal state or State federal court located in the Borough of Manhattan in Manhattan, The City of New York, New YorkYork (each a “New York Court”), in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding and agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonproceeding. Nothing herein shall in any way be deemed to limit the ability of the Holders or Underwriters and the Trustee other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX Corporation USA, 000 Xxxx Xxxxxx, 00 Xxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed in every respect, effective service of process upon the Company.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To The Company irrevocably agrees that any legal suit, action or proceeding against the fullest extent permitted Company brought by applicable lawthe Depositary or any Holder or Beneficial Owner, arising out of or relating to the Shares, the Guarantor hereby irrevocably submits to Deposited Securities, the jurisdiction of ADSs, the ADRs, or the Deposit Agreement or the transactions contemplated thereby, may be instituted in any Federal state or State federal court located in the Borough of Manhattan in The City of New York, New York, in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suitproceeding, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought in such a court shall be conclusive and binding by the Company, arising out of or based upon the GuarantorDeposit Agreement or the transactions contemplated thereby, and may only be enforced instituted in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgmentstate or federal court in New York, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by lawNew York. The Guarantor hereby irrevocably designates, appoints and empowers C T Company has appointed CT Corporation System, with presently having its offices at 000 Xxxxxx 20 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents (the “Authorized Agent”) upon which process may be served in any action, suit or proceeding brought in (including, but not limited to, any arbitration proceeding as contemplated by Section 20 of the courts listed above Deposit Agreement) arising out of or relating to the Shares, the Deposited Securities, the ADSs, the ADRs, or the Deposit Agreement or the transactions contemplated thereby which may be made on such designeeinstituted by the Depositary or any Holder or Beneficial Owner, appointee and agent in accordance with legal procedures prescribed for such courts, waives any other requirements of or objections to personal jurisdiction with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or thereto. The Company represents and warrants that the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available Authorized Agent has agreed to act as suchsaid agent for service of process, such party and the Company agrees to designate a new designeetake any and all action, appointee including the filing of any and agent on all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid for so long as any ADSs or ADRs remain outstanding or the terms and for the purposes of this Section 7 reasonably satisfactory to the TrusteeDeposit Agreement remains in force. The Guarantor Company further hereby (i) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding and (ii) irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such actionsuit, suit action or proceeding against the Company, by serving service by mail of a copy thereof upon the agent for service of process referred to in this Section 7 Authorized Agent (whether or not the appointment of such agent Authorized Agent shall for any reason prove to be ineffective or such agent Authorized Agent shall fail to accept or acknowledge such service) or by mailing copies thereof ), with a copy mailed to the Company by registered or certified airmailair mail, postage prepaid, to it at its address specified provided in or designated pursuant to this Third Supplemental IndentureSection of the Deposit Agreement. The Guarantor Company agrees that the failure of any such designee, appointee and agent the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under the Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on the Deposit Agreement may be instituted by the Depositary in any way be deemed to limit competent court in Russia and/or the ability of United States. By holding an ADS or an interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Holders Company or the Trustee Depositary, arising out of or based upon the ADSs, the ADRs, or the Deposit Agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to serve the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, summonsfrom attachment upon or prior to judgment, notices and documents from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other manner matter under or arising out of, or in connection with, the Shares or Deposited Securities, the ADSs, the ADRs or the Deposit Agreement, the Company, to the fullest extent permitted by applicable law or to obtain jurisdiction over the undersigned or bring actionslaw, suits or proceedings against the undersigned in such other jurisdictionshereby irrevocably and unconditionally waives, and in manneragrees not to plead or claim, as may be permitted by applicable lawany such immunity and consents to such relief and enforcement. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs, THE ADRs, THE DEPOSIT AGREEMENT, AND ANY TRANSACTIONS CONTEMPLATED THEREIN, OR THE BREACH THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).”

Consent to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted by applicable lawWith respect to any legal action or proceeding against NRG Energy arising out of or in connection with this Agreement, the Guarantor NRG Energy hereby irrevocably submits (i) consents to the jurisdiction of any Federal or the courts of the State court located in the Borough of Manhattan in The City of New York, in and for the County of New York, and of the United States of America for the Southern District of New York, (ii) consents to the service of process outside the territorial jurisdiction of said courts in any suit, such action or proceeding based on or arising out of or relating by mailing copies thereof by registered United States mail, postage prepaid, to this Third Supplemental Indenture the address specified pursuant to Section 8 hereof, and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, (iii) to the fullest extent permitted by lawApplicable Law, waives any objection which it may have to the laying of the venue of the aforesaid courts and any such suit, action or proceeding brought in objection that the aforesaid courts are an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor NRG Energy hereby irrevocably designates, appoints and empowers C T Corporation SystemService Company, with offices on the date hereof at 000 Xxxxxx Xxxxxx1177 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000-0000, as its designee, appointee and agent with respect to receive, accept and acknowledge any action or proceeding in New York to receive for and on its behalf, and its properties, assets and revenues, behalf service for of any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with and agrees that the failure of such agent to give any advice of any such service of process to such person shall not impair or arising out affect the validity of this Third Supplemental Indenture such service or the Note Guarantee by the Guarantorof any judgment based thereon. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party NRG Energy agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable lawprovision.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To (a) The Company irrevocably agrees that any legal suit, action or proceeding against the fullest extent permitted Company brought by applicable lawthe Depositary or any Holder, arising out of or based upon this Deposit Agreement or the Guarantor hereby irrevocably submits to the jurisdiction of transactions contemplated hereby, may be instituted in any Federal state or State federal court located in the Borough of Manhattan in The City of New York, New York, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding based on or against the Depositary brought by the Company, arising out of or relating to based upon this Third Supplemental Indenture and Deposit Agreement or the Note Guarantee and irrevocably agrees that all claims transactions contemplated hereby, may only be instituted in respect of such suit a state or proceeding federal court in New York, New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be determined instituted by the Depositary in any competent court in the Cayman Islands, Hong Kong, the People's Republic of China and/or the United States, or by the Depositary through the commencement of an arbitration pursuant to Section 19(b) of this Deposit Agreement. The Company has appointed Law Debenture Corporate Services Inc., 2xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its authorized agent (the "Authorized Agent") upon which process may be served in any such court. The guarantor irrevocably waivesaction or proceeding arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and to the fullest extent permitted by law, waives any objection which it may have other requirements of or objections to personal jurisdiction with respect thereto. Subject to the laying of Company’s right to replace the venue of any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor Authorized Agent in the manner specified herein or as otherwise permitted by lawcontemplated hereunder, such appointment shall be irrevocable. The Guarantor hereby irrevocably designates, appoints Company represents and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, warrants that the Authorized Agent has agreed to act as its designee, appointee and said agent to receive, accept and acknowledge for and on its behalfservice of process, and its properties, assets and revenues, service for the Company agrees to take any and all legal processaction, summonsincluding the filing of any and all documents and instruments, notices and documents which that may be served necessary to continue such appointment in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee full force and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act effect as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trusteeaforesaid. The Guarantor Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such actionsuit, suit action or proceeding against the Company, by serving service by mail of a copy thereof upon the agent for service of process referred to in this Section 7 Authorized Agent (whether or not the appointment of such agent Authorized Agent shall for any reason prove to be ineffective or such agent Authorized Agent shall fail to accept or acknowledge such service) or by mailing copies thereof ), with a copy mailed to the Company by registered or certified airmailair mail, postage prepaid, to it at its address specified provided in or designated pursuant to this Third Supplemental IndentureSection 17(b) hereof. The Guarantor Company agrees that the failure of any such designee, appointee and agent the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any action or proceeding based thereon. Nothing herein If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, to serve as Authorized Agent hereunder and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect as aforesaid, the Company hereby waives personal service of process upon it and consents that any way such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed to limit completed five (5) days after the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable lawsame shall have been so mailed.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawCompany and the Underwriters irrevocably (i) agrees, for the Guarantor benefit of the Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submits to the jurisdiction of may be instituted in any Federal state or State federal court located in the Borough of Manhattan in Manhattan, The City of New York, New YorkYork (each a “New York Court”), in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding and agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonproceeding. Nothing herein shall in any way be deemed to limit the ability of the Holders or Underwriters and the Trustee other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX USA Corporation, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed in every respect, effective service of process upon the Company.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To The Company irrevocably agrees that any legal suit, action or proceeding against the fullest extent permitted Company brought by applicable lawthe Depositary or any Holder, arising out of or based upon this Deposit Agreement or the Guarantor hereby irrevocably submits to the jurisdiction of transactions contemplated hereby, may be instituted in any Federal state or State federal court located in the Borough of Manhattan in The City of New York, New York, and irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York or in a federal court located in the Kingdom of Spain. The Company has appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Depositary or any Holder in any competent court in The Kingdom of Spain. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other matter under or arising out of or relating to in connection with the Shares or Deposited Securities, the ADSs, the ADRs or this Third Supplemental Indenture and Agreement, the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waivesCompany, to the fullest extent permitted by law, any objection which it may have hereby irrevocably and unconditionally waives, and agrees not to the laying of the venue of plead or claim, any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any immunity and consents to such suit, action or proceeding brought in such a court shall be conclusive relief and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable lawenforcement.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To The Company irrevocably agrees that any legal suit, action or proceeding against the fullest extent permitted Company brought by applicable lawthe Depositary or any Holder, arising out of or relating to the Shares, the Guarantor hereby irrevocably submits to Deposited Securities, the jurisdiction of ADSs, the ADRs, or this Deposit Agreement or the transactions contemplated hereby, may be instituted in any Federal state or State federal court located in the Borough of Manhattan in The City of New York, New York, in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suitproceeding, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by lawproceeding. The Guarantor hereby Company also irrevocably designatesagrees that any legal suit, appoints and empowers C T action or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. The Company has appointed CT Corporation System, with presently having its offices at 000 100 Xxxxxx XxxxxxXxx, 00xx Xxxxx, Xxx Xxxx, Xxx XxxxXX 00000, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents (the “Authorized Agent”) upon which process may be served in any action, suit or proceeding brought in (including, but not limited to, any arbitration proceeding as contemplated by Section 20 of this Deposit Agreement) arising out of or relating to the courts listed above Shares, the Deposited Securities, the ADSs, the ADRs, or this Deposit Agreement or the transactions contemplated hereby which may be made on such designeeinstituted by the Depositary or any Holder, appointee and agent in accordance with legal procedures prescribed for such courts, waives any other requirements of or objections to personal jurisdiction with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or thereto. The Company represents and warrants that the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available Authorized Agent has agreed to act as suchsaid agent for service of process, such party and the Company agrees to designate a new designeetake any and all action, appointee including the filing of any and agent on the terms all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid for the purposes of so long as any ADSs or ADRs remain outstanding or this Section 7 reasonably satisfactory to the TrusteeDeposit Agreement remains in force. The Guarantor Company further hereby (i) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon the Company in any such action, suit or proceeding and (ii) irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such actionsuit, suit action or proceeding against the Company, by serving service by mail of a copy thereof upon the agent for service of process referred to in this Section 7 Authorized Agent (whether or not the appointment of such agent Authorized Agent shall for any reason prove to be ineffective or such agent Authorized Agent shall fail to accept or acknowledge such service) or by mailing copies thereof ), with a copy mailed to the Company by registered or certified airmailair mail, postage prepaid, to it at its address specified provided in or designated pursuant to this Third Supplemental IndentureSection 16(b) hereof. The Guarantor Company agrees that the failure of any such designee, appointee and agent the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary in any way be deemed to limit competent court in the ability Russian Federation and/or the United States. By holding an ADS or an interest therein, Holders and owners of interests in ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Holders Company or the Trustee Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to serve the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, summonsfrom attachment upon or prior to judgment, notices and documents from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other manner matter under or arising out of or in connection with the Shares or Deposited Securities, the ADSs, the ADRs or this Deposit Agreement, the Company, to the fullest extent permitted by applicable law or to obtain jurisdiction over the undersigned or bring actionslaw, suits or proceedings against the undersigned in such other jurisdictionshereby irrevocably and unconditionally waives, and in manneragrees not to plead or claim, as may be permitted by applicable lawany such immunity and consents to such relief and enforcement. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawCompany and the Underwriters irrevocably (a) agrees, for the Guarantor benefit of the Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submits to the jurisdiction of may be instituted in any Federal state or State federal court located in the Borough of Manhattan in Manhattan, The City of New York, New YorkYork (each a “New York Court”), in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably (b) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding and agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment forum and (c) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonproceeding. Nothing herein shall in any way be deemed to limit the ability of the Holders or Underwriters and the Trustee other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX Corporation USA, 000 Xxxx Xxxxxx, 00 Xxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed in every respect, effective service of process upon the Company.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawCompany, the Guarantor BSPC, the Securities Trustee, the Securities Sub-trustee and the International Underwriters irrevocably (i) agrees, for the benefit of the International Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submits to the jurisdiction of may be instituted in any Federal state or State federal court located in the Borough of Manhattan in Manhattan, The City of New York, New YorkYork (each a “New York Court”), in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, proceeding and agrees not to plead or claim in any such proceeding that any such action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonproceeding. Nothing herein shall in any way be deemed to limit the ability of the Holders or International Underwriters and the Trustee other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the undersigned Company, the BSPC, the Securities Trustee or the Securities Sub-trustee, or bring actions, suits or proceedings against any of the undersigned Company, the BSPC, the Securities Trustee or the Securities Sub-trustee in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed Toyota Motor Sales, U.S.A., Inc. as its authorized agent (the “Company Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The BSPC has appointed CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “BSPC Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Securities Trustee has appointed CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Securities Trustee Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Securities Sub-trustee has appointed CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the “Securities Sub-trustee Authorized Agent” and, together with the Company Authorized Agent, the BSPC Authorized Agent and the Securities Trustee Authorized Agent, the “Authorized Agents”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The appointment by each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee of its respective Authorized Agent shall be irrevocable. Each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee represents and warrants that its respective Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent of each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee, and written notice of such service mailed or delivered to the each of the Company, the BSPC, the Securities Trustee or the Securities Sub-trustee, respectively, at its respective address provided in Section 11 hereof shall be deemed in every respect, effective service of process upon each of the Company, the BSPC, the Securities Trustee and the Securities Sub-trustee, respectively.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted The Company, by applicable lawits execution and delivery of this Agreement, the Guarantor hereby irrevocably submits to the jurisdiction agrees that service of any Federal or State court located process may be made upon Torys LLP in the Borough United States of Manhattan America in The City any suit or proceeding against the Company instituted by the Underwriters, any indemnified party or by any person, if any, controlling the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act based on or arising under this Agreement in any federal or state court in the State of New York, County of New York, and hereby irrevocably consents and submits to the nonexclusive jurisdiction of any such court in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture personam generally and the Note Guarantee and irrevocably agrees that all claims unconditionally in respect of any such suit or proceeding may be determined in any such courtproceeding. The guarantor irrevocably waivesCompany further, to the fullest extent permitted by lawits execution and delivery of this Agreement, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Torys LLP as its designee, appointee and authorized agent to receive, accept and acknowledge receive for and on its behalf, and its properties, assets and revenues, behalf service for of any and all legal process, summons, notices and documents which that may be served in any action, suit or proceeding brought against the Company with respect to its obligations, liabilities or any other matter arising out of or in the courts listed above which connection with this Agreement and that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, with and it being understood that the designation and appointment of Torys LLP as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company further agrees that, to the extent permitted by law, proper service of process upon Torys LLP at its office set forth in Section 11 and written notice of said service to the Company pursuant to this Section 10, shall be deemed in every respect to effective service of process upon the Company in any suit, action such suit or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantorproceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party the Company agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 7 10 reasonably satisfactory to the TrusteeUnderwriters. The Guarantor Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 7 10 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or and by mailing copies thereof by registered or certified airmailair mail, postage prepaid, to it the Company at its address specified in or designated pursuant to this Third Supplemental IndentureAgreement. The Guarantor Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders or the Trustee Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the federal courts located in The City of New York, New York or the courts of the State of New York located in The City of New York, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The obligation of the Company in respect of any sum due to the Underwriters shall, not withstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriters may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to the Underwriters hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Underwriters hereunder, such Underwriters agree to pay to the Company an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to the Underwriters hereunder. The provisions of this Section 10 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawCompany and the International Underwriters irrevocably (i) agrees, for the Guarantor benefit of the International Underwriters, that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably submits to the jurisdiction of may be instituted in any Federal state or State federal court located in the Borough of Manhattan in Manhattan, The City of New York, New YorkYork (each a “New York Court”), in any suit, action or proceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The guarantor irrevocably (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding and agrees not to plead or claim in any such legal suit, action or proceeding that any such legal suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment forum and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonproceeding. Nothing herein shall in any way be deemed to limit the ability of the Holders or International Underwriters and the Trustee other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Japan. The Company has appointed ORIX USA Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, U.S.A., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any International Underwriter or by any person who controls any International Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed in every respect, effective service of process upon the Company.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To the fullest extent permitted by applicable law, the Guarantor hereby irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York, in any Any legal suit, action or proceeding based on or arising out of or relating based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, or the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect non-exclusive jurisdiction of such suit or proceeding may be determined courts in any such court. The guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suitCompany has irrevocably appointed Toyota Motor North America, action or proceeding brought in such a court shall be conclusive and binding upon the GuarantorInc., and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgmentlocated at 0000 Xxxxxxxxxxxx Xx., providedXxxxx, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor hereby irrevocably designates, appoints and empowers C T Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXX 00000, as its designee, appointee and authorized agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding brought in the courts listed above Related Proceeding which may be made on such designee, appointee instituted in any Specified Court by any Underwriter or by any person who controls any Underwriter. The Company represents and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available warrants that its Authorized Agent has agreed to act as such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of process referred and agrees to in this Section 7 (whether or not take any and all action, including the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. The Guarantor agrees that the failure filing of any and all documents and instruments, that may be necessary to continue such designee, appointee appointment in full force and agent to give any effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to it the Company at the address of the Company provided in Section 14 hereof shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit in every respect, effective service of process upon the ability of the Holders or the Trustee to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable lawCompany.

Consent to Jurisdiction; Appointment of Agent for Service of Process. To Each of the fullest extent permitted by applicable lawparties irrevocably consents and agrees for the benefit of the holders of the Notes and the Agents that any legal action, suit or proceeding against them with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Guarantor Indenture, the Guarantees or the Notes may be brought in the courts of the State of New York or the courts of the United States of America located in the County of New York and, until all amounts due and to become due in respect of all the Notes have been paid, or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the non-exclusive jurisdiction of each such court in person and, generally and unconditionally with respect to any Federal or State court located in the Borough of Manhattan in The City of New Yorkaction, New York, in any suit, action suit or proceeding based on or arising out of or relating to this Third Supplemental Indenture for themselves and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such courttheir properties, assets and revenues. The guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Guarantor, and may be enforced in any courts to the jurisdiction of which the Guarantor is subject by a suit upon such judgment, provided, that service of process is effected upon the Guarantor in the manner specified herein or as otherwise permitted by law. The Guarantor Company hereby irrevocably designates, appoints and empowers C T CT Corporation System, System with offices currently at 000 Xxxxxx 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000 as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for of any and all legal process, summons, notices and documents which that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the courts listed above which County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or any additional agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of this Third Supplemental Indenture or the Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, such party the Company agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 7 reasonably 14 satisfactory to the TrusteeAgents. The Guarantor Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 7 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, to it the Company, at its address specified in or designated pursuant to this Third Supplemental IndentureAgreement. The Guarantor Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Holders holders of the Notes or the Trustee Agents to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned Company or bring actions, suits or proceedings against the undersigned it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Indenture, the Guarantees or the Notes brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 14 shall survive any termination of this Agreement, in whole or in part.