Common use of Appointment of Agent for Service of Process Clause in Contracts

Appointment of Agent for Service of Process. (a) The Navios Entities hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities (in such capacity, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnership, at its address specified in or designated pursuant to this Agreement. The Navios Entities agree that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Co-Issuers and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of either Co-Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Co-Issuers’ Process Agent”) at any business location that either of the Co-Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at 00 Xxxxxxxx 000 Xxxxx Xxxxxx, Suite 20000xx Xxxxx, South NorwalkXxx Xxxx, Connecticut 06854Xxx Xxxx 00000. (b) If at any time neither the Co-Issuers nor any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b)York, then the Navios Entities Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the RepresentativesRepresentative), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Co-Issuers’ Process Agent or and the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Co-Issuers and each of the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 5.15 reasonably satisfactory to the RepresentativesRepresentative. (dc) The Navios Entities Each of the Co-Issuers and each of the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through and (cb) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCo-Issuers, at its the address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Co-Issuers and each of the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ed) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Co-Issuers or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fe) The Navios Entities Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (gf) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. The Company and the Guarantor (a) The Navios Entities hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities (in such capacitytogether, the “Navios Process AgentNCL Parties”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, hereby irrevocably designate, appoint and empower the New York Presence Obligor Corporate Creations International, Inc. as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any behalf, and all legal processtheir properties, summonsassets and revenues, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York Court with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Guarantee and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewithCourts. If for any reason such Third Party Process Agent designee, appointee and agent hereunder shall cease to be available to act as such, the Navios Entities NCL Parties agree to designate a new Third Party Process Agent designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 17 17.‎15 satisfactory to the Representatives. (d) Trustee. The Navios Entities NCL Parties further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified agent for service of process referred to in clauses this Section 17.‎15 (a) through (c) above, whether or (iinot the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipNCL Parties, at its the address specified in or designated pursuant to this AgreementIndenture. The Navios Entities NCL Parties agree that the failure of any Process Agentsuch designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) . Nothing herein shall in any way be deemed to limit the ability of any Underwriter the Trustee to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities NCL Parties or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Each Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that either Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 00 1011778 B.C. Unlimited Liability Company, c/o Restaurant Brands International Inc., 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time either Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”)courts. (c) If at The Issuer and any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation SystemService Company, with offices currently at 000 Xxxxxx Xxxxxx1180 Avenue of the Americas, Xxx XxxxSuite 201, Xxx Xxxx 00000 New York, New York (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representativesstanding), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.20 satisfactory to the RepresentativesHolders. (d) The Navios Entities Each Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses paragraphs (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipsuch Issuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in paragraphs (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Each Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.20 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Each Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that either Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Xxxxxx1011778 B.C. Unlimited Liability Company, Suite 200c/o Burger King Worldwide, South NorwalkInc., Connecticut 068540000 Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000. (b) If at any time either Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”)courts. (c) If at The Issuer and any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation SystemService Company, with offices currently at 000 Xxxxxx Xxxxxx1180 Avenue of the Americas, Xxx XxxxSuite 201, Xxx Xxxx 00000 New York, New York (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representativesstanding), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.20 satisfactory to the RepresentativesHolders. (d) The Navios Entities further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnership, at its address specified in or designated pursuant to this Agreement. The Navios Entities agree that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Co-Issuers and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of either Co-Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Co-Issuers’ Process Agent”) at any business location that either of the Co-Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at 00 Xxxxxxxx 000 Xxxxx Xxxxxx, Suite 20000xx Xxxxx, South NorwalkXxx Xxxx, Connecticut 06854Xxx Xxxx 00000. (b) If at any time neither the Co-Issuers nor any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b)York, then the Navios Entities Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the RepresentativesRepresentative), as their designee, appointee and agent to receive, accept and acknowledge ac- knowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Co-Issuers’ Process Agent or and the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Co-Issuers and each of the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 5.15 reasonably satisfactory to the RepresentativesRepresentative. (dc) The Navios Entities Each of the Co-Issuers and each of the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through and (cb) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCo-Issuers, at its the address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Co-Issuers and each of the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ed) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Co-Issuers or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fe) The Navios Entities Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (gf) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Each Guarantor hereby irrevocably consent designates, appoints, authorizes and agree to the empowers as its agent for service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities (in such capacity, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with at its offices currently located at 000 Xxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives"Process Agent"), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf of such Guarantor service of any and all legal process, summons, notices and or other documents that may be served in any actionsuit, suit action or proceeding brought against them by any Underwriter or its Affiliates relating hereto in any such United States New York State or state Federal court located sitting in the County State of New York with respect to their obligations, liabilities or any other matter arising out of or York. Such designation and appointment shall be irrevocable until all Guaranteed Obligations shall have been paid in connection with this Agreement and that may be made on such designee, appointee and agent full in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of provisions thereof. Each Guarantor covenants and agrees that it shall take any and all reasonable action, including the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) execution and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities further hereby irrevocably consent and agree to the service filing of any and all legal processdocuments, summons, notices that may be necessary to continue the foregoing designations and documents appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) Each Guarantor consents to process being served in any such actionsuit, suit action or proceeding against any of them the nature referred to in Section 4.09 by (i) serving a copy thereof upon any the Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that to the extent lawful and possible, written notice of said service upon the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof Agent shall also be mailed by registered or certified air mailairmail, postage prepaid, return receipt requested, to the Partnership, such Guarantor at its address specified in or designated pursuant to this AgreementSection 4.02 or to any other address of which such Guarantor shall have given written notice to the Administrative Agent. The Navios Entities agree that If said service upon the failure of any Process Agent, to give any notice of such service to it Agent shall not impair be possible or affect shall otherwise be impractical after reasonable efforts to effect the same, each Guarantor consents to process being served in any way the validity of such service or any judgment rendered in any suit, action or proceeding based thereon. of the nature referred to in Section 4.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of such Guarantor specified in or pursuant to Section 4.02, which service shall be effective 5 days after deposit in the United States Postal Service. Each Guarantor agrees that such service (ei) Nothing herein shall be deemed in every respect effective service of process upon such Guarantor in any way be deemed to limit the ability of any Underwriter to serve any such legal processsuit, summons, notices action or proceeding and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fii) The Navios Entities hereby irrevocably and unconditionally waive, shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such Guarantor. (c) Nothing in this Section shall affect the right of any objection party hereto to serve process in any manner permitted by law, or limit any right that they any party hereto may now or hereafter have to the laying of venue of bring proceedings against any of the aforesaid actions, suits or proceedings arising out of or other party hereto in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not any jurisdiction or to plead or claim enforce in any such court that any such action, suit or proceeding brought lawful manner a judgment obtained in one jurisdiction in any such court has been brought in an inconvenient forumother jurisdiction. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Essar Steel Algoma Inc., 000 Xxxx Xxxxxx, Suite 200Xxxxx Xxx. Xxxxx, South NorwalkOntario, Connecticut 06854.Canada P6A 7B4.¶ (b) If at any time the Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”)Agent”).¶ (c) If at The Issuer or any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.21 satisfactory to the Representatives.Trustee and the Holders.¶ (d) The Navios Entities Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipIssuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in clauses (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.. ¶ (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company, each Guarantor, Parent and MidCo (i) acknowledges that it hereby designates and appoints Contact US Teleservices Inc. (“Authorized Agent”) currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or state court in the State of New York, The Navios Entities hereby irrevocably consent City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each of the Company, each Guarantor, Parent and MidCo, as the case may be, in any such suit, action or proceeding, each of the Company, each Guarantor, Parent and MidCo further agree to take any and all action, including the service execution and filing of any and all legal processsuch documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each of the Company, summonseach Guarantor, notices Parent and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect MidCo may and shall (to their obligations, liabilities or any other matter arising out of or in connection with this Agreementthe extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by serving a copy thereof upon any employee written notice to the Trustee and the Security Agent, designate such additional or alternative agents for service of process under this ‎Section 13.21 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any of the Navios Entities Company, any Guarantor, Parent and MidCo or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this ‎Section 13.21. Such notice shall identify the name of such capacityagent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time Trustee shall deliver such information to time in such Holder. Notwithstanding the United Statesforegoing, including, without limitationthere shall, at all times, be at least one agent for service of process for the offices of Company and the Partnership located at 00 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854Guarantor appointed and acting in accordance with this ‎Section 13.21. (b) If at any time any Each of the Navios Entities has or maintains a business location in the State of New York (such personCompany, the “New York Presence Obligor”)each Guarantor, then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint Parent and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities MidCo further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each of the PartnershipCompany, each Guarantor, Parent or MidCo, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each of the Company, each Guarantor, Parent and MidCo agrees that the failure of any Process AgentAgent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company, a Guarantor, Parent or MidCo or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Each of the Company, each Guarantor, Parent and MidCo hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 ‎Section 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company, each Guarantor, Parent and MidCo (i) acknowledges that it hereby designates and appoints Contact US Teleservices Inc. (“Authorized Agent”) currently located at 0000 Xxxxxxxxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or state court in the State of New York, The Navios Entities hereby irrevocably consent City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each of the Company, each Guarantor, Parent and MidCo, as the case may be, in any such suit, action or proceeding, each of the Company, each Guarantor, Parent and MidCo further agree to take any and all action, including the service execution and filing of any and all legal processsuch documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each of the Company, summonseach Guarantor, notices Parent and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect MidCo may and shall (to their obligations, liabilities or any other matter arising out of or in connection with this Agreementthe extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by serving a copy thereof upon any employee written notice to the Trustee and the Collateral Agent, designate such additional or alternative agents for service of process under this Section 13.21 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any of the Navios Entities Company, any Guarantor, Parent and MidCo or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 13.21. Such notice shall identify the name of such capacityagent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time Trustee shall deliver such information to time in such Holder. Notwithstanding the United Statesforegoing, including, without limitationthere shall, at all times, be at least one agent for service of process for the offices of Company and the Partnership located at 00 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854Guarantor appointed and acting in accordance with this Section 13.21. (b) If at any time any Each of the Navios Entities has or maintains a business location in the State of New York (such personCompany, the “New York Presence Obligor”)each Guarantor, then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint Parent and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities MidCo further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each of the PartnershipCompany, each Guarantor, Parent or MidCo, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each of the Company, each Guarantor, Parent and MidCo agrees that the failure of any Process AgentAgent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company, a Guarantor, Parent or MidCo or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Each of the Company, each Guarantor, Parent and MidCo hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) By the execution and delivery of this Indenture or any amendment or supplement hereto, each Guarantor organized outside of the United States of America (i) acknowledges that it hereby designates and appoints Corporation Service Company, located at 1180 Avenue of the Americas, Suite 210, New York, New York 100368401, as its authorized agent (the “Authorized Agent”) upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture, the Note Guarantees and the Collateral Documents, that may be instituted in any Federal or state court in the State of New York, The Navios Entities hereby irrevocably consent City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee or Collateral Agent (whether in their individual capacity or in their capacity as Trustee or Collateral Agent hereunder), and agree acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor in any such suit, action or proceeding, each such Guarantor further agrees to take any and all action, including the execution and filing of any and all legal processsuch documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), summonsby written notice to the Trustee or Collateral Agent, notices and documents designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any such action, suit Guarantor or proceeding brought against them by any Underwriter or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its Affiliates with respect business and (iii) agrees to their obligations, liabilities or any other matter arising out act as agent for service of or process in connection accordance with this AgreementSection 12.17. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, by serving a copy thereof upon any employee The City of New York, State of New York. Upon the written request of any Holder, the Trustee or Collateral Agent shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the Navios Entities (United States of America appointed and acting in such capacity, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854accordance with this Section 12.17. (b) If at any time any Each Guarantor organized outside of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement America irrevocably consents and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities further hereby irrevocably consent and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents process agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipeach such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each such Guarantor agrees that the failure of any Process Agentprocess agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee, the Collateral Agent or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Navios Entities Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes, the Note Guarantees or the Collateral Documents brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 12.17 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Co-Issuers and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of either Co-Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Co-Issuers’ Process Agent”) at any business location that either of the Co-Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at 00 20 Xxxxxxxx Xxxxxx, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time the Co-Issuers or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities Co-Issuers and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”). (c) If at any time either (i) none of neither the Navios Entities Co-Issuers nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but either of the Navios Entities fail Co-Issuers or any Guarantor fails to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the RepresentativesRepresentative), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Co-Issuers’ Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Co-Issuers and each of the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 5.15 reasonably satisfactory to the RepresentativesRepresentative. (d) The Navios Entities Each of the Co-Issuers and each of the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCo-Issuers, at its the address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Co-Issuers and each of the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Co-Issuers or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of the Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that the Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Xxxxxx[X. X. Xxxxx Company Xxx XXX Xxxxx, Suite 200Xxxxxxxxxx, South Norwalk, Connecticut 06854Xxxxxxxxxxxx 00000]. (b) If at any time the Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”). (c) If at any time either (i) none of the Navios Entities Issuer or any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail Issuer or any Guarantor fails to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Issuer or any Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.21 satisfactory to the RepresentativesTrustee and the Holders. (d) The Navios Entities Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipIssuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in clauses (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Company hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter the Underwriters or its their Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities Company (in such capacity, the “Navios Company Process Agent”) at any business location that any Navios Entity or ShipManagement the Company may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 00 Xxxxxxxx Navios Corporation, 000 Xxxxx Xxxxxx, Suite 20000xx Xxxxx, South NorwalkXxx Xxxx, Connecticut 06854XX 00000. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains Company does not maintain a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b)York, then the Navios Entities Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Underwriters or its their Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Company Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 Agreement satisfactory to the RepresentativesRepresentative. (dc) The Navios Entities Company further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through and (cb) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCompany, at its address specified in or designated pursuant to this Agreement. The Navios Entities agree Company agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ed) Nothing herein shall in any way be deemed to limit the ability of any Underwriter the Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fe) The Navios Entities Company hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (gf) The provisions of this Section 17 15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.