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

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer Company and each Guarantor the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New YorkXxx Xxxx, County and State of New YorkXxxxxx xxx Xxxxx xx Xxx Xxxx, United States Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer Company and each Guarantorthe Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT the Corporation System Service Company (the “U.S. Authorized Agent”) ), as their its authorized agent upon whom process may be served in any legal suit, action such suit or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means)proceeding. The Issuer Company and each Guarantor the Guarantors hereby irrevocably authorize and direct the their Authorized Agents Agent to accept such service. The Issuer Company and each Guarantor the Guarantors further agree that service of process upon the their Authorized Agents Agent and written notice of such service to the Issuer Company and each Guarantorthe Guarantors, as the case may be, as set forth above above, shall be deemed in every respect effective service of process upon the Issuer Company or each Guarantorthe Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company and each Guarantor the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer Company and each Guarantor the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer Company and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New YorkXxx Xxxx, County and State of New YorkXxxxxx xxx Xxxxx xx Xxx Xxxx, United States Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, 101 together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx hereby agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor Each Seller hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and venue in any court of England and Wales and any federal or state court courts in the Borough of Manhattan in the The City of New YorkYork (each, County 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 ADSs or any transactions contemplated hereby. Each Seller irrevocably and State 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 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. Each Seller irrevocably appoints CT Corporation System, 111 Eighth Avenue, New York, NY 10011, the United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System as its authorized agent (the “U.S. Authorized Agent”) as their authorized agent in the Borough of Manhattan in The City of New York upon whom which process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process in any manner permitted by applicable law upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Issuer or each Guarantor, as Company and the case may be, Selling Shareholders in any such suit or proceeding. Nothing herein shall affect the right of Each Seller further agrees to take any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final all action in any such suit or proceeding shall be conclusive and as may be enforced necessary to maintain such designation and appointment of such agent in other jurisdictions by suit on full force and effect for a period of seven years from the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions date of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersAgreement.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and venue in any court of England and Wales and any federal or state court courts in the Borough of Manhattan in the The City of New YorkYork (each, County and State of a “New York, United States of America, York Court”) in any suit or proceeding based on or arising out of or under or in connection with relating to this IndentureAgreement, the Notes Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered ADSs or any transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the Guaranteeslaying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered 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 all claims in respect of any such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of court has been brought in an inconvenient forum to the maintenance of such suit or proceeding and hereby forum. The Company irrevocably designates and appoints (i) CT Corporation System Law Debenture Corporate Services Inc. as its authorized agent (the “U.S. Authorized Agent”) as their authorized agent in the Borough of Manhattan in The City of New York upon whom which process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process in any manner permitted by applicable law upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Issuer or each Guarantor, as the case may be, Company in any such suit or proceeding. Nothing herein shall affect the right of The Company further agrees to take any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final all action in any such suit or proceeding shall be conclusive and as may be enforced necessary to maintain such designation and appointment of such agent in other jurisdictions by suit on full force and effect for a period of seven years from the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions date of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersAgreement.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each party hereto not organized under the laws of the Issuer and each Guarantor United States of America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New YorkXxx Xxxx, County and State of New YorkXxxxxx xxx Xxxxx xx Xxx Xxxx, United States Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes or and the Guarantees, if applicable, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantorparty hereto, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates each of the Issuer and appoints each such Guarantor acknowledges that it has, by separate written instrument, (i) CT Corporation System irrevocably designated the Issuer (the “U.S. Authorized Agent”) (and any successor entity) as their its authorized agent upon whom process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their irrevocably authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct directed the Authorized Agents Agent to accept such service. The Issuer service and each Guarantor further agree (iii) agreed that service of process upon the Authorized Agents Agent and written notice of such said service to it mailed by first class mail or delivered to the Issuer and each Guarantor, as the case may be, as set forth above Authorized Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. If the Authorized Agent ceases to exist, the Issuer and each such Guarantor agree (i) to irrevocably designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or each Guarantorproceeding, as (ii) to irrevocably authorized and direct the case may be, Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Each of the Issuer and each such Guarantor agree agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer and each Guarantor Each party hereto hereby irrevocably waivewaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 12.09 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or any Guarantor or the Trustee or any other party and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each Each of the Issuer and each Guarantor Sellers hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and venue in any court of England and Wales and any federal or state court courts in the Borough of Manhattan in the The City of New YorkYork (each, County and State of a “New York, United States of America, York Court”) in any suit or proceeding based on or arising out of or under or in connection with relating to this IndentureAgreement, the Notes Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the ADSs or any transactions contemplated hereby. Each of the GuaranteesSellers 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 ADS 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 all claims in respect of any such suit or proceeding may be determined in any such courtcourt has been brought in an inconvenient forum. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, Sellers irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System Cogency Global Inc. as its authorized agent (the “U.S. Authorized Agent”) as their authorized agent in the Borough of Manhattan in The City of New York upon whom which process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process in any manner permitted by applicable law upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Issuer or each Guarantorsuch Seller, as the case may be, in any such suit or proceeding. Nothing herein shall affect Each of the right of Sellers further agrees to take any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final all action in any such suit or proceeding shall be conclusive and as may be enforced necessary to maintain such designation and appointment of such agent in other jurisdictions by suit on full force and effect for a period of seven years from the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions date of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.Agreement

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and venue in any court of England and Wales and any federal or state court courts in the Borough of Manhattan in the The City of New YorkYork (each, County and State of a “New York, United States of America, York Court”) in any suit or proceeding based on or arising out of or under or in connection with relating to this IndentureAgreement, the Notes 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 GuaranteesCompany’s Subsidiaries and 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 in the New York Courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that all claims in respect of any such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of court has been brought in an inconvenient forum to the maintenance of such suit or proceeding and hereby forum. The Company irrevocably designates and appoints (i) CT Corporation System Cogency Global Inc. as its respective authorized agent (the “U.S. Authorized Agent”) as their authorized agent in the Borough of Manhattan in The City of New York upon whom which process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process in any manner permitted by applicable law upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Issuer or each GuarantorCompany, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of The Company further agrees to take any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final all action in any such suit or proceeding shall be conclusive and as may be enforced necessary to maintain such designation and appointment of such agent in other jurisdictions by suit on full force and effect for a period of seven years from the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions date of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersAgreement.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor The Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and venue in any court of England and Wales and any federal or state court courts in the Borough of Manhattan in the The City of New YorkYork (each, County and State of a “New York, United States of America, York Court”) in any suit or proceeding based on or arising out of or under or in connection with relating to this IndentureAgreement, the Notes 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 Guaranteeslaying 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 all claims in respect of any such suit or proceeding may be determined in any such court. Each of the Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of court has been brought in an inconvenient forum to the maintenance of such suit or proceeding and hereby forum. The Company irrevocably designates and appoints (i) CT Corporation System Law Debenture Corporate Services Inc. as their respective authorized agent (the “U.S. Authorized Agent”) as their authorized agent in the Borough of Manhattan in The City of New York upon whom which process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process in any manner permitted by applicable law upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Issuer or each Guarantor, as the case may beCompany, in any such suit or proceeding. Nothing herein shall affect The Company further agrees to take any and all action as may be necessary to maintain an authorized agent in the right Borough of any person to serve Manhattan in The City of New York upon which process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action may be served in any such suit or proceeding shall be conclusive in full force and may be enforced in other jurisdictions by suit on effect for a period of seven years from the judgment or in any other lawful manner. The Issuer and each Guarantor hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions date of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersAgreement.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Trustee, the Agents, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of AmericaAmerixx, in any suit or proceeding based on or arising out xx xxx xxxx xx xxxxxxxxxx xxxxx xx xx xxxxxxx xxx of or under or in connection with this Indenture, Indenture or any of the Notes or the Guaranteestransactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Trustee, the Agents, the Issuer and each Guarantorany Guar- antor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates has designated and appoints (i) appointed CT Corporation System (the “U.S. Authorized "Registered Agent”) "), as their authorized agent its Registered Agent upon whom process may be served in any legal suit, action such suit or proceeding in any U.S. federal or New York State court in proceeding. Each of the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized AgentTrustee, the “Authorized Agents”), the Issuer, and any Guarantor represents that it has notified the Registered Agent of such designation and appointment and that the Registered Agent has accepted the same in writing. CT Corporation System hereby agrees to act as Each of the U.S. Authorized AgentTrustee, as the case may beAgents, for the Issuer and each Guarantorany Guarantor has authorized and directed its Registered Agent to accept such service. Each of the Trustee, as the case may be Agents, the Issuer and hereby irrevocably consents to be served with notice of any Guarantor further agrees that service of process by delivery or by registered mail with return receipt requested upon its Registered Agent and written notice of said service to its registered office (whichthe Trustee, as of the date hereofAgents, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each any Guarantor, as the case may be, so long as such return receipt is obtained, mailed by first class mail or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested delivered to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above Registered Agent shall be deemed in every respect effective service of process upon the Trustee, the Agents, the Issuer or each and any Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Each of the Trustee, the Agents, the Issuer and each any Guarantor agree agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Each of the Trustee, the Agents, the Issuer and each Guarantor hereby irrevocably waivewaives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 11.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Trustee, the Agents, the Issuer and any Guarantor and, to the Guarantorsfullest extent permitted by law, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters. Furthermore, by the execution and delivery of this Indenture, the Issuer and each Guarantor hereby submits to the non-exclusive jurisdiction of any court in England in any suit or proceeding arising out of or relating to this Indenture or the Notes.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, The Company and each of the Issuer and each Guarantor Selling Shareholders hereby irrevocably submits to the non-–exclusive jurisdiction of the U.S. Federal and venue in any court of England and Wales and any federal or state court courts in the Borough of Manhattan in the The City of New YorkYork (each, County and State of a “New York, United States of America, York Court”) in any suit or proceeding based on or arising out of or under or in connection with relating to this IndentureAgreement, the Notes Time of Sale Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby. The Company and each of the GuaranteesSelling 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 Prospectus, the Prospectus, the Registration Statement, the offering of the Shares or any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that all claims in respect of any such suit or proceeding may be determined in any such courtcourt has been brought in an inconvenient forum. Each The Company and each of the Issuer and each GuarantorSelling Shareholders irrevocably appoint Xxxxxxx Xxxx (USA), to the fullest extent permitted by applicable lawInc., irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, as their authorized agent (the “U.S. Authorized Agent”) as their authorized agent in the Borough of Manhattan in The City of New York upon whom which process may be served in any legal suitsuch suit or proceeding, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process in any manner permitted by applicable law upon the Authorized Agents such agent, and written notice of such said service to each of the Issuer and Selling Shareholders by the person serving the same to each Guarantor, as of the case may be, as Selling Shareholders at their respective addresses set forth above on Schedule I hereto, shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Issuer or each Guarantor, as Company and the case may be, Selling Shareholders in any such suit or proceeding. Nothing herein shall affect The Company and each of the right Selling Shareholders further agree to take any and all action as may be necessary to maintain such designation and appointment of any person to serve process such agent in any other manner permitted by lawfull force and effect for a period of seven years from the date of this Agreement. The Issuer Company and each Guarantor agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on of the judgment or in any other lawful manner. The Issuer and each Guarantor hereby Selling Shareholders irrevocably waivewaives, to the fullest extent permitted by law, any immunity and all rights to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) trial by jury in any legal suit, action or proceeding against it arising out of or based on relating to this Indenture, the Notes Agreement or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer Company and each Guarantor the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any court of England and Wales and any federal or state court in the Borough of Manhattan in the City of New YorkXxx Xxxx, County and State of New YorkXxxxxx xxx Xxxxx xx Xxx Xxxx, United States Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising out of or under or in connection with this Second Supplemental Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer Company and each Guarantorthe Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT the Corporation System Service Company (the “U.S. Authorized Agent”) ), as their its authorized agent upon whom process may be served in any legal suit, action such suit or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means)proceeding. The Issuer Company and each Guarantor the Guarantors hereby irrevocably authorize and direct the their Authorized Agents Agent to accept such service. The Issuer Company and each Guarantor the Guarantors further agree that service of process upon the their Authorized Agents Agent and written notice of such service to the Issuer Company and each Guarantorthe Guarantors, as the case may be, as set forth above above, shall be deemed in every respect effective service of process upon the Issuer Company or each Guarantorthe Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company and each Guarantor the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer Company and each Guarantor the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 6 are intended to be effective upon the execution of this Second Supplemental Indenture and the Notes without any further action by the Issuer and Company, the Guarantors, Guarantors or the Trustee and the introduction of a true copy of this Second Supplemental Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. To The Company and, if any Guarantees are issued, the fullest extent permitted by applicable law, Guarantor each of the Issuer and each Guarantor hereby irrevocably submits submit to the non-exclusive jurisdiction of and venue any New York state or federal court sitting in any court of England and Wales and any federal or state court in the Borough of Manhattan in the The City of New York, County and State of New York, United States of America, York in any suit action or proceeding based on or arising out of or under or in connection with this relating to the Indenture, the Notes or Securities of any series or, with respect to the Guarantor, the Guarantees, and the Company and the Guarantor hereby irrevocably agrees agree that all claims in respect of such suit action or proceeding may be heard and determined in any such New York state or federal court. Each of The Company and the Issuer and each GuarantorGuarantor hereby irrevocably waive, to the fullest extent permitted by applicable lawthey may effectively do so, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints (i) CT Corporation System (the “U.S. Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any U.S. federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and (ii) CME Media Services Ltd. as their authorized agent upon whom process may be served in any legal suit, action or proceeding in any court in England and Wales (the “U.K. Authorized Agent” and, together with the U.S. Authorized Agent, the “Authorized Agents”). CT Corporation System hereby agrees to act as the U.S. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). CME Media Services Ltd. xxxxxx agrees to act as the U.K. Authorized Agent, as the case may be, for the Issuer and each Guarantor, as the case may be and hereby irrevocably consents to be served with notice of service of process by delivery or by registered mail with return receipt requested to its registered office (which, as of the date hereof, is 0 Xxxxx Xxxxx, Xxxxxx XX 0X 0XX, Xxxxxx Xxxxxxx, Attention: General Counsel (which service of process by registered mail shall be effective with respect to the Issuer and each Guarantor, as the case may be, so long as such return receipt is obtained, or in the refusal to sign such receipt any holder of Notes or the Trustee is able to produce evidence of attempted delivery by such means). The Issuer and each Guarantor hereby irrevocably authorize and direct the Authorized Agents to accept such service. The Issuer and each Guarantor further agree that service of process upon the Authorized Agents and written notice of such service to the Issuer and each Guarantor, as the case may be, as set forth above shall be deemed in every respect effective service of process upon the Issuer or each Guarantor, as the case may be, in any such suit or proceeding. Nothing herein shall affect The Company and the right of any person to serve process in any other manner permitted by law. The Issuer and each Guarantor agree that a final action judgment in any such suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful mannermanner provided by law. So long as any Securities remain Outstanding, the Company, and so long as any Guarantees remain Outstanding, the Guarantor, will at all times have its principal executive office in the Borough of Manhattan, The Issuer City of New York, or an authorized agent in the Borough of Manhattan, The City of New York, where or upon whom process may be served in any legal action or proceeding arising out of or relating to the Indenture, the Securities of any series or, with respect to the Guarantor, the Guarantees. Service of process upon such agent and each written notice of such service mailed or delivered to the Company or the Guarantor hereby irrevocably waive, shall to the extent permitted by lawlaw be deemed in every respect effective service of process upon the Company or the Guarantor, any immunity to jurisdiction to which it as the case may otherwise be entitled (includingbe, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any such legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersproceeding.