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

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company hereby and the Guarantors irrevocably submits submit to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusMemorandum, the ProspectusFinal Memorandum, the Registration Statement, the ADS Registration Statement, Indenture or the offering of the American Depositary Shares or any transactions contemplated herebySecurities. The Each of the Company and the Guarantors irrevocably and unconditionally waives waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Guarantors irrevocably appoints Law Debenture Corporate Serviceswaive, Inc. to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Company and the Guarantors hereby irrevocably appoint CT Corporation System, with offices at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner such suit, action or proceeding may be made upon it at the office of such agent. Each of the Company and the Guarantors waive, to the fullest extent permitted by applicable law upon law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company and the Guarantors represent and warrant that such Authorized Agent has agreed to act as the Company’s and the Guarantor’s agent shall be deemed in every respect effective for service of process in any manner permitted by applicable law upon for the Company, as and the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, Statement or the offering of the American Depositary Shares or any transactions contemplated herebyShares. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Company hereby irrevocably appoints Law Debenture Corporate ServicesXxxxx X. Xxxxx, Inc. 0000 XxXxx Xxxxx, M/S 54SJ Xxx Xxxx, XX 00000-0000, Xxxxxx Xxxxxx as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from effect. Notwithstanding the date of foregoing, any action based on this AgreementAgreement may be instituted by the Underwriters in any competent court in The Netherlands.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the a New York CourtsCourt, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. [ ] as its respective their authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the a New York CourtsCourt, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services[·], Inc. located at [·], Attention: [·], as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven ten years from the date of this Agreement. Each of the Company and the Underwriters irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby Each of the Sellers irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, Statement or the offering of the American Depositary Shares or any transactions contemplated herebyShares. The Company Sellers irrevocably and unconditionally waives waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Company Each of the Sellers hereby irrevocably appoints Law Debenture Corporate ServicesCT Corporation System, Inc. with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner such suit, action or proceeding may be made upon it at the office of such agent. Each of the Sellers waives, to the fullest extent permitted by applicable law upon law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers represents and warrants that such agent shall be deemed in every respect effective has agreed to act as its agent for service of process in any manner permitted by applicable law upon process, and each of the Company, as the case may be, in any such suit or proceeding. The Company further Sellers agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts any New York State or United States Federal court sitting in the Borough borough of Manhattan in Manhattan, The City of New York (eacheach a "NEW YORK COURT") over any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusIndenture, the ProspectusSecurities, the Deposit Agreement, the Registration Statement, the ADS Registration Statement, Rights Agreement or the offering of the American Depositary Shares or any transactions contemplated herebySecurities. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company hereby irrevocably appoints Law Debenture Corporate ServicesCT Corporation, Inc. with offices at 000 Xxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company's agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits submit to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Subsidiaries and Affiliated Entities irrevocably and unconditionally waives waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Services Inc. as its their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. (a) The Company hereby Bank irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement or any applicable Terms Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, or the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyhereby or thereby. The Company Bank irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Bank has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Bank irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Company Bank hereby irrevocably appoints Law Debenture Corporate ServicesVice President, Inc. US Operations of The Bank of Nova Scotia, with offices at 000 Xxxxx Xxxxxx, New York, NY 00000 as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner such suit, action or proceeding may be made upon it at the office of such agent. The Bank waives, to the fullest extent permitted by applicable law upon law, any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that such agent shall be deemed in every respect effective has agreed to act as the Bank’s agent for service of process in any manner permitted by applicable law upon process, and the Company, as the case may be, in any such suit or proceeding. The Company further Bank agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal Federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusDeposit Agreement, the General Disclosure Package, the Final Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any the transactions contemplated hereby. The Each of the Company and the Selling Shareholders irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusDeposit Agreement, the General Disclosure Package, the Final Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company and the Selling Shareholders irrevocably appoints appoint Law Debenture Corporate ServicesServices Inc., Inc. as its their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company and each such Selling Shareholder in any such suit or proceeding. The Each of the Company and the Selling Shareholders further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company Each of the Sellers hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby. The Company Each of the Sellers irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company To the extent that any of the Sellers has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each Seller irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Sellers irrevocably appoints [Law Debenture Corporate Services, Inc. Services Inc.] as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Companysuch Sellers, as the case may be, in any such suit or proceeding. The Company Each of the Sellers further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company and the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby. The Company Each of the Company, the Selling Shareholders and each of the Company’s Subsidiaries and Affiliated Entities irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Each of the Company and the Selling Shareholders irrevocably appoints Law Debenture Corporate Services, Cogency Global Inc. as its their respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the CompanyCompany and each such Selling Shareholder, as the case may be, in any such suit or proceeding. The Each of the Company and the Selling Shareholders further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Initial Purchaser or by any person who controls such Initial Purchaser arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and (iii) submits to the non-exclusive jurisdiction of the U.S. federal and state such courts in the Borough of Manhattan in The City of New York (eachany such suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyproceeding. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints appointed Law Debenture Corporate ServicesServices Inc., Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which whom process may be served in any such suit action arising out of or proceedingbased on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by the Initial Purchaser or by any person who controls any of the Initial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and agree waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further and agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of seven years from process upon the date Authorized Agent and written notice of this Agreementsuch service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby CBM Holdings, an Ontario limited partnership and a Selling Stockholder, irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, or the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyhereby or thereby. The Company CBM Holdings irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Company To the extent that CBM Holdings has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, CBM Holdings irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. CBM Holdings hereby irrevocably appoints Law Debenture National Corporate ServicesResearch, Inc. Ltd., with offices at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner such suit, action or proceeding may be made upon it at the office of such agent. CBM Holdings waives, to the fullest extent permitted by applicable law upon law, any other requirements of or objections to personal jurisdiction with respect thereto. CBM Holdings represents and warrants that such agent shall be deemed in every respect effective has agreed to act as CBM Holdings’ agent for service of process in any manner permitted by applicable law upon the Companyprocess, as the case may be, in any such suit or proceeding. The Company further and CBM Holdings agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts any New York State or United States Federal court sitting in the Borough borough of Manhattan in Manhattan, The City of New York (each, each a “New York Court”) in over any suit suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusIndenture, the ProspectusSecurities, the Registration Statement, the ADS Registration Statement, Rights Agreement or the offering of the American Depositary Shares or any transactions contemplated herebySecurities. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company hereby irrevocably appoints Law Debenture Corporate ServicesCT Corporation, Inc. with offices at 000 Xxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company Each Seller hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares ADSs or any transactions contemplated hereby. The Company Each Seller irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares ADSs or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company Each Seller irrevocably appoints Law Debenture Corporate ServicesCT Corporation System, Inc. 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, the United States of America, as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as Company and the case may be, Selling Shareholders in any such suit or proceeding. The Company Each Seller further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive nonexclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyPurchase Option. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Any such process or summons to be served upon the Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any such suit action, proceeding or proceedingclaim. The Company hereby irrevocably appoints Xxxxxxxx Xxxxxx, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Holder in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the date other party(ies) all of this Agreementits reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefore.

Submission to Jurisdiction; Appointment of Agent for Service. The Company and each of the Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company Each of the Company, the Selling Shareholders and each of the Company’s Subsidiaries and Affiliated Entity irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Each of the Company and the Selling Shareholders irrevocably appoints Law Debenture Corporate Services, Inc. [●] as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the CompanyCompany and such Selling Shareholder, as the case may be, in any such suit or proceeding. The Each of the Company and the Selling Shareholders further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive nonexclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachYork, a “New York Court”) in Borough of Manhattan, over any suit suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, Sale Preliminary Prospectus and the Prospectus or the offering of the American Depositary Shares or any transactions contemplated herebySecurities. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Any such process or summons to be served upon the Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any such suit action, proceeding or proceedingclaim. The Company hereby irrevocably appoints Xxxxxxxx Xxxxxx, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriter in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the date other party(ies) all of this Agreementits reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company irrevocably appoints Law Debenture Corporate Services, Cogency Global Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares Agreement or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. The Company irrevocably appoints Law Debenture Corporate Services, Services Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the Company hereby and each Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachover any suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, Statement or the offering of the American Depositary Shares or any transactions contemplated herebyShares. The Each of the Company and each Selling Shareholder irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Each of the Company and each Selling Shareholder hereby irrevocably appoints Law Debenture Corporate ServicesCT Corporation System, Inc. with offices at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as its respective authorized agent (the “Authorized Agent”) for service of process in any suit, action or proceeding described in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, preceding paragraph and agree that service of process in any manner such suit, action or proceeding may be made upon it at the office of such agent. Each of the Company and each Selling Shareholder waives, to the fullest extent permitted by applicable law upon law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company and each Selling Shareholder represents and warrants that such agent shall be deemed in every respect effective has agreed to act as its agent for service of process in any manner permitted by applicable law upon process, and each of the Company, as the case may be, in any such suit or proceeding. The Company further and each Selling Shareholder agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreementeffect.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Affiliated Entities irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. [•] as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of [New York York] upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Appointment of Agent for Service. The Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Initial Purchaser or by any person who controls such Initial Purchaser arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and (iii) submits to the non-exclusive jurisdiction of the U.S. federal and state such courts in the Borough of Manhattan in The City of New York (eachany such suit, a “New York Court”) in any suit action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyproceeding. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints appointed Law Debenture Corporate ServicesServices Inc., Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which whom process may be served in any such suit action arising out of or proceedingbased on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by the Initial Purchasers or by any person who controls any of the Initial Purchasers, expressly consents to the jurisdiction of any such court in respect of any such action, and agree waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further and agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of seven years from process upon the date Authorized Agent and written notice of this Agreementsuch service to the Company shall be deemed, in every respect, effective service of process upon the Company.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusDisclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement, or the offering of the American Depositary Shares Securities or any transactions contemplated hereby. The Each of the Company and each of its subsidiaries and consolidated variable interest entities irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale ProspectusDisclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement, or the offering of the American Depositary Shares Securities or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably appoints Law Debenture Corporate Services, Cogency Global Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. of Process. The Company hereby (i) irrevocably submits to the non-exclusive jurisdiction of the U.S. federal designates and state courts appoints CT ---------- Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the Borough of Manhattan in The City State of New York (eachYork, a “New York Court”) as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably (ii) consents and unconditionally waives any objection submits to the laying of venue jurisdiction of any suit state or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby federal court in the State of New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that which any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceedinginstituted, and agree (iii) agrees that service of process in any manner permitted by applicable law upon such said authorized agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action action, including the filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of seven years from 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 date of this AgreementCompany 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.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal competent courts of the State of New York and state the courts of the United States of America, in the Borough of Manhattan each case located in The City of New York (eachYork, a “New York Court”) in over any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyhereby or the Securities. The Company irrevocably and unconditionally waives any objection that it may have to the laying of venue of any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby or the Securities in the courts of the State of New York Courtsor the courts of the United States of America, and irrevocably and unconditionally waives in each case located in The City of New York, New York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, was brought in an inconvenient court and agrees not to plead or claim in the same. In furtherance of the foregoing, the Company hereby irrevocably designates and appoints CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the agent of the Company to receive service of all process brought against the Company with respect to any such court that any such suit suit, action or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which York, New York, such service being hereby acknowledged by the Company to be effective and binding service in every respect. Copies of any such process may so served shall also be served given to the Company in accordance with Section 10 hereof, but the failure of the Company to receive such copies shall not affect in any such suit or proceeding, and agree that way the service of such process as aforesaid. On the Issue Date, the Company shall furnish to Bear, Xxxxxxx & Co. Inc. a consent of CT Corporation agreeing to act hereunder. If for any reason CT Corporation shall resign or otherwise cease to act as such agent, the Company hereby irrevocably agrees to (i) promptly designate and appoint a new agent reasonably acceptable to Bear, Xxxxxxx & Co. Inc. to serve in any manner permitted by applicable law upon such capacity and, in such event, such new agent shall be deemed to be substituted for CT Corporation for all purposes hereof and (ii) promptly deliver to Bear, Xxxxxxx & Co. Inc. the written consent (in every respect effective service of process in any manner permitted by applicable law upon the Companyform and substance reasonably satisfactory to Bear, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment Xxxxxxx & Co. Inc.) of such new agent agreeing to serve in full force such capacity. Please confirm that the foregoing correctly sets forth the agreement among the Company and effect for a period you. Very truly yours, Willbros Group, Inc. By: /s/ Xxxxxx X. Xxxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President,Chief Financial Officer and Treasurer Accepted as of seven years from the date of this Agreement.hereof: BEAR, XXXXXXX & CO. INC. CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. BY: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxxxxx Parish --------------------------- Name: Xxxxxxx Parish Title: Senior Managing Director

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably agrees that any legal suit, action or proceeding brought by any Placement Agent or by any person who controls any Placement Agent arising out of or relating to this Agreement and the transactions contemplated thereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably 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, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) any such court in any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyproceeding. The Company (i) irrevocably designates and unconditionally waives appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 (together with any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementsuccessor, the Time of Sale Prospectus"AUTHORIZED AGENT"), the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suit, action or proceeding described in Section 11 of the Placement Agreement and represents and warrants that the Authorized Agent has accepted such suit or proceeding, designation and agree (ii) agrees that service of process in any manner permitted by applicable law upon such agent the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier1 International S.A., c/o Carrier1 International GmbH, at Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent the Authorized Agent in full force and effect for a period so long as any of seven years from the date of this AgreementUnits, Notes or Warrants shall be outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive nonexclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan any New York State or United States Federal court sitting in The City of New York (eachYork, a “New York Court”) in Borough of Manhattan, over any suit suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, Sale Preliminary Prospectus and the Prospectus or the offering of the American Depositary Shares or any transactions contemplated herebySecurities. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or brought in such a court and any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. The Any such process or summons to be served upon the Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any such suit action, proceeding or proceedingclaim. The Company hereby irrevocably appoints Xxxxxxxx Xxxxxx, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agree agrees that service of process in any manner permitted by applicable law such suit, action or proceeding may be made upon it at the office of such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceedingagent. The Company further waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as its agent for service of process, and the Company agrees to take any and all action as action, including the filing of any and all documents and instruments, that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period of seven years effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court in the British Virgin Islands. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the date other party(ies) all of this Agreementits reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) Courts in any suit or proceeding arising out of or relating to this Agreement or any transactions contemplated hereby. The Company and each of the Company’s Subsidiaries and Consolidated Affiliated Entities irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this AgreementOffered Securities, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. [C T Corporation System] as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suits, action or proceeding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Each of the Company and the Company’s Subsidiaries and Affiliated Entity irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Services Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyOF PROCESS; JURY TRIAL WAIVER. The Company irrevocably and unconditionally waives any objection to has (i) appointed Cogency Global Inc., located on the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering date of the American Depositary Shares or any transactions contemplated hereby in Deposit Agreement at 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective Company's authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceedingproceeding may be instituted, and agree (iii) agrees that service of process in any manner permitted by applicable law upon such said authorized agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action action, including the filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of seven years from 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 date of this AgreementCompany at its address last specified for notices hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably agrees that any legal suit, action or proceeding brought by any Placement Agent or by any person who controls any Placement Agent arising out of or relating to this Agreement and the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably 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, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) any such court in any suit such suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated herebyproceeding. The Company (i) irrevocably designates and unconditionally waives appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 (together with any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreementsuccessor, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. "Authorized Agent") as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suit, action or proceeding described in Section 11 of the Placement Agreement and represents and warrants that the Authorized Agent has accepted such suit or proceeding, designation and agree (ii) agrees that service of process in any manner permitted by applicable law upon such agent the Authorized Agent and written notice of said service to the Company (mailed or delivered to Carrier1 International S.A. c/o Carrier1 International GmbH, Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx, Attention: General Counsel), shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent the Authorized Agent in full force and effect for a period so long as any of seven years from the date of this AgreementUnits, Notes or Warrants shall be outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Company hereby irrevocably Each party hereto submits to the non-exclusive jurisdiction of the U.S. federal competent courts of the State of New York and state the courts of the United States of America, in the Borough of Manhattan each case located in The City of New York (eachYork, a “New York Court”) in over any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally Each party hereto waives any objection that it may have to the laying of venue of any suit suit, action or proceeding arising out of under or relating to in connection with this Agreement, Agreement or the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the courts of the State of New York Courtsor the courts of the United States of America, and irrevocably and unconditionally waives in each case located in The City of New York, New York, or that such suit, action or proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, was brought in an inconvenient court and agrees not to plead or claim in the same. In furtherance of the foregoing, the Company hereby irrevocably designates and appoints CT Corporation, 111 Eighth Avenue, New York, New York 10011, as the agent of the Compxxx xx xxxxxxx xxxxxxx xx xxx xxxxxxx xxxxxht against the Company with respect to any such court that any such suit suit, action or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which York, New York, such service being hereby acknowledged by the Company to be effective and binding service in every respect. Copies of any such process may so served shall also be served given to the Company in accordance with Section 13 hereof, but the failure of the Company to receive such copies shall not affect in any such suit or proceeding, and agree that way the service of such process in as aforesaid. If for any manner permitted by applicable law upon reason CT Corporation shall resign or otherwise cease to act as such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon agent, the Company, as the case may be, in any such suit or proceeding. The Company further hereby irrevocably agrees to take any promptly designate and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for appoint a period of seven years from the date of this Agreementnew agent.

Submission to Jurisdiction; Appointment of Agent for Service. of Process. The Company hereby (i) irrevocably submits to the non-exclusive jurisdiction of the U.S. federal designates and state courts appoints CT ---------- Corporation System, in the Borough United States of Manhattan in The City of New York (eachAmerica, a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement, as the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the American Depositary Shares or any transactions contemplated hereby in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services, Inc. as its respective Company's authorized agent (the “Authorized Agent”) in the Borough of Manhattan in The City of New York upon which process may be served in any suit or proceeding (including, but not limited to, any arbitral proceeding as contemplated by Section 7.06 of this Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any court in which any such suit or proceedingproceeding may be instituted, and agree (iii) agrees that service of process in any manner permitted by applicable law upon such said authorized agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Company, as the case may be, Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action action, including the filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of seven years from 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 date of this AgreementCompany 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.