[multiform appointor]

[multiform appointor-address]

[multiform appointor-telephone]

[multiform vat-registration-number]

[multiform today-date]

Online Service of Process Agent (England and Wales) Limited (“OSPAL“)

6 St. Andrew Street
5 ^th Floor
London
EC4A 3AE

Dear Sirs

1. We, the appointing company, refer to the agreements and other documents, details of which are set out in Schedule 1 to this letter (the “Agreement[s]“).
2. We appoint OSPAL (“you”) to receive on our behalf service of process by which any suit, action or proceeding is begun in the courts of England arising out of or in connection with the Agreement[s], on the terms set out in this letter.  You have no obligations other than those expressly set out in this letter.

3. We agree to settle in full the fee charged for this appointment within 30 days of receipt of an invoice.  If you do not receive payment you may treat your appointment as immediately terminated and shall send us written notice recording that termination by mail or fax to the address or fax number stated in this letter.

   In the event of such termination of this appointment, you will have no obligation to forward mail, correspondence, notices, documents or any other items whatsoever received on our behalf and will accept no responsibility for or in connection with any legal proceedings, penalties, fines, liabilities, claims, costs or for any loss, damage, financial or commercial loss, expenses or incidental loss to us or to any other person resulting from the termination or from any failure to forward mail, correspondence, notices, documents or any other items whatsoever received on our behalf.

4. Subject to paragraph 3 of this letter, your appointment ceases upon the later to occur of:
   1. [the expiry of 12 years following the date upon which the last of the Agreements identified in the schedule to this letter as being executed as a deed[1] (if any) which remains in force ceases to be in force; and]
   2. the expiry of six years following the date upon which the last of any of the other Agreements which remains in force ceases to be in force.

   If, however, at that time we have not (or any of the other parties to the Agreement[s] or its agent alleges that we have not) complied with any of the terms of the Agreement [s], we agree that your appointment continues in force for such period as you may agree.  If the Agreement[s][is/are] extended, your appointment will, if you then agree, also be extended so that the period of six years[or 12 years, as applicable,] runs from the time when [the Agreement/the last of the Agreements which remains in force, as extended,] ceases to be in force.

5. We shall notify you and all the other parties to the Agreement[s] promptly:
   1. of any change in our name, status, address or telephone or fax numbers;
   2. of any change (by variation, waiver or otherwise) in the date on which [each of] the Agreement[s] is expected to cease to be in force;
   3. if a resolution is passed for our winding up or a court of competent jurisdiction makes an order for our winding up or dissolution; and
   4. if an administration order is made in relation to us or a receiver is appointed over, or an encumbrancer takes possession of or sells, one of our assets.

   (In this paragraph “winding up“, ” dissolution” and “administration order” are to be construed so as to include any equivalent or analogous proceedings or orders under the law of the jurisdiction in which we are incorporated or any jurisdiction in which we carry on business or have an asset).

6. On receipt of service of process addressed to us by which any suit, action or proceeding is begun in the courts of England arising out of or in connection with [any of] the Agreement[s], you shall:
   1. accept service on our behalf;
   2. send us notice in writing by fax to the number stated in this letter (or another number notified in writing to you by us from time to time) containing the following:
      1. the date on which you accepted service of process on our behalf;
      2. the name of the party issuing the process;
      3. the date by which acknowledgement of service must be filed with the court in order to avoid judgment being entered against us in default; and
      4. a request by you for the name of the firm of solicitors in England to whom the originals of the document(s) served on you should be sent,

      but need not contain any details of the nature or substance of the claim made against us; and

   3. send a copy of the notice referred to in paragraph 6.2 to us by e-mail, mail or courier to the address stated in this letter (or another address notified in writing to you by us from time to time) with a copy of the process served.
7. Your despatch of the notice referred to in paragraph 6.2 or paragraph 6.3 is a good discharge of your obligations contained in the relevant paragraph, whether or not we receive the relevant notice and whether or not you are aware that we may not have received a notice previously sent to us by you.  If, in your opinion, your despatch or our receipt of either of the notices to be sent to us pursuant to paragraph 6.2 or paragraph 6.3 might be prevented, hindered or delayed by a cause beyond your control (including, without limitation, interruptions in postal or other communications services) your obligations under those paragraphs are suspended until, in your opinion, despatch will not be prevented, hindered or delayed in that way.  While your obligations are suspended you shall, if the relevant telephone services are operating normally, use reasonable efforts to give us the information referred to in paragraph 6.2 by telephone call to the number stated in this letter (or another number notified in writing to you by us from time to time).
8. We shall promptly acknowledge receipt of the notices referred to in paragraph 6.2 and paragraph 6.3, first by telephone or fax and then by mail, which acknowledgements shall include the information requested under paragraph 6.2(d).
9. Neither we nor any other person shall have any claim against you, your officers or agents in respect of any loss, liability or cost arising directly or indirectly out of any failure in the performance of your obligations set out in this letter, unless the loss, liability or cost arises from your wilful default or that of your officers or agents.  In this letter, “OSPAL” means OSPAL. We agree that neither we nor any other person shall under any circumstances have any claim against OSPAL or any of its directors or employees in respect of any loss, liability or cost arising directly or indirectly out of any failure in the performance of your obligations set out in this letter. 
10. OSPAL hereby agrees to pay to the appointing company from time to time on demand a sum of money which OSPAL is at any time liable to pay to the appointing company under or pursuant to this letter (taking into account the limitation on OSPAL UK’s liability pursuant to paragraph 9 of this letter) and limited up to the amount of 5 times fee in respect of each claim brought, including the excess of any professional liability insurance) and which has not been paid at the time the demand is made. TMFCSS’s obligations under this paragraph 10 are primary obligations and not those of a mere surety.  
11. OSPAL shall countersign this letter for the purposes of paragraphs 10.
12. If a term of your appointment set out in this letter is inconsistent with a provision of [any of] the Agreement[s], this letter prevails.  You are not deemed to have notice of any agreement or any provision of any agreement, except those provisions of the Agreement[s] expressly stated in Schedule 1 to this letter.
13. In using your services, and by signing this letter, we confirm that we are not an agency of ‑ or an entity which is owned or controlled by ‑ a government of any country or state which is the subject of sanctions legislation in the United States or any European country.
14. This letter and any non‑contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
15. Please acknowledge your acceptance of the terms of this letter by signing the acknowledgement below.  We shall notify the parties to the Agreement[s] that you have accepted the terms of this letter and that any service of process by which any suit, action or proceeding is begun in the courts of England arising out of or in connection with the Agreement[s] should be made to you.  You shall notify us of any change in your name or address.  We shall then notify all parties to the Agreement[s] of the new name or address to which any service of process should be delivered.

Yours faithfully

Executed as a deed by
([ NAME OF APPOINTING COMPANY])

____________________________Signature of Director

______________________________Name of Director

in the presence of:

___________________________ Signature of witness

___________________________ Name of witness

___________________________ Address of witness

___________________________

___________________________

Executed as a deed by
(ONLINE SERVICE OF PROCESS AGENT LIMITED)

______________________________Signature of Director

______________________________Name of Director

in the presence of:

___________________________ Signature of witness

___________________________ Name of witness

___________________________ Address of witness

___________________________

___________________________