Common use of Consent to Jurisdiction; Waiver of Immunities Clause in Contracts

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Notes or the Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval irrevocably appoints Banco de Bogotá S.A., New York Agency (the “Process Agent”), with an office at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, Grupo Aval Limited or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Registrar, any Paying Agent, any Transfer Agent or any other agent appointed hereunder or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York state State or U.S. federal Federal court sitting in the New York City, Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant Manhattan and any appellate court from any thereof in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuaranty, and the Notes Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such New York State court or any transaction contemplated in such Federal court. The Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumaction or proceeding. Each of Grupo Aval Limited and Grupo Aval The Guarantor hereby irrevocably appoints Banco de Bogotá S.A., New York Agency (the “Process Agent”appoints___________________(the "PROCESS AGENT"), with an office on the date hereof at 000 Xxxx Xxxxxx_______________, Xxxxx 0000New York, Xxx XxxxNew York 100______________, Xxx Xxxx 00000United States, as its authorized agent to receive on behalf of it the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Guarantor also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 1.07. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Borrower hereby irrevocably submits to the exclusive jurisdiction of any New York federal or Texas state or U.S. federal court sitting in the Borough of ManhattanHouston, the City of New York with respect to actions brought against it as a defendant Texas in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indentureany Loan Document, and the Notes Borrower hereby irrevocably agrees that all claims in respect of such action or the Guarantees or proceeding may be heard and determined in any transaction contemplated hereby or thereby (a “Proceeding”). Each of the parties hereto above courts. The Borrower hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumaction or proceeding. Each of Grupo Aval Limited and Grupo Aval irrevocably The Borrower hereby appoints Banco de Bogotá S.A., New York Agency CT Corporation or its affiliates or alternative registered agent approved by Lender (the “Process Agent”), with an office at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, ) as its authorized agent to receive on behalf of it the Borrower and its property Property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Borrower in care of the TrusteeProcess Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to receive such service on its behalf. As an alternative method of service, the Registrar, Borrower also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Borrower at its notice address set forth herein. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Borrower hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York state State court or U.S. federal court of the United States of America sitting in the Borough New York City, and any appellate court from any thereof, over any action or proceeding arising out of Manhattanor related to this Note, the City Proposal Letter, the Guaranty or for recognition or enforcement of New York with respect to actions brought against it as a defendant any judgment, and the Borrower hereby irrevocably and, unconditionally agrees that all claims in respect of any suit, such action or proceeding or arbitral award arising out of or relating to this Indenture, the Notes or the Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waivesmay be heard and determined in such New York State court or, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any permitted by law, in such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumfederal court. Each of Grupo Aval Limited and Grupo Aval The Borrower hereby irrevocably appoints Banco de Bogotá S.A., New York Agency CT Corporation System (the “Process Agent”), with an office on the date hereof at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx XX 00000, U.S.A., as its authorized agent to receive on behalf of it the Borrower and its property property, service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Borrower in care of the TrusteeProcess Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Borrower also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Borrower at its address as set forth in Section 13 above. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York state State or U.S. federal Federal court sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant City in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuaranty, and the Notes Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such New York State or any transaction contemplated Federal court. The Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval irrevocably appoints Banco de Bogotá S.A., New York Agency Mark S. Keegan (the “Process Agent”"Proxxxx Xxxxx"), with an office on the date hereof at 000 Xxxx Suite 750, 15 South Main Xxxxxx, Xxxxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000, as its authorized agent to receive xx xxx xxxxx xx xxxxxxe on behalf of it the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of processmade by mailing (by certified or registered mail, Grupo Aval Limited postage prepaid and return receipt requested) or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Guarantor also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York state State or U.S. federal court sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant City in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuaranty, and the Notes Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such New York State or any transaction contemplated federal court. The Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval irrevocably appoints Banco de Bogotá S.A., New York Agency ____________ (the “"Process Agent”"), with an office on the date hereof at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000________________________, as its authorized agent to receive on behalf of it the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of processmade by mailing (by certified or registered mail, Grupo Aval Limited postage prepaid and return receipt requested) or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Guarantor also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York state State or U.S. federal Federal court sitting in the New York City, Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant Manhattan and any appellate court from any thereof in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuaranty, and the Notes Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such New York State court or any transaction contemplated in such Federal court. The Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumaction or proceeding. Each of Grupo Aval Limited and Grupo Aval The Guarantor hereby irrevocably appoints Banco de Bogotá S.A., New York Agency (the “Process Agent”appoints__________________(the "PROCESS AGENT"), with an office on the date hereof at 000 Xxxx Xxxxxx__________________, Xxxxx 0000New York, Xxx XxxxNew York 100_________, Xxx Xxxx 00000United States, as its authorized agent to receive on behalf of it the Guarantor and its property service of copies of the summons and .and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Guarantor also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 1.07. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York state State or U.S. federal court sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant City in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuaranty, and the Notes Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such New York State or any transaction contemplated federal court. The Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval irrevocably appoints Banco de Bogotá S.A., New York Agency ____________ (the “"Process Agent”"), with an office on the date hereof at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000_________________________, as its authorized agent to receive on behalf of it the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of processmade by mailing (by certified or registered mail, Grupo Aval Limited postage prepaid and return receipt requested) or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Guarantor also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Guarantor at its address specified in Section 8 hereof. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto party hereby irrevocably submits to the exclusive nonexclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough City of New York, borough of Manhattan, the City of New York with respect to actions brought against it as a defendant U.S.A., in respect of any suit, action or proceeding brought to enforce or arbitral award otherwise arising out of or relating to this Indenture, the Notes or the Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”)Agreement. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval Seller irrevocably appoints Banco de Bogotá S.A., New York Agency (the “Process Agent”)CT Corporation System, with an office on the date hereof at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx XX 00000, U.S.A., as its authorized agent for service of process to receive on behalf of it Seller and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to Seller in care of such process agent, at the new agent’s acceptance address of that appointment within 30 dayssuch process agent stated above, and Seller hereby irrevocably authorizes and directs such process agent to accept such service on its behalf. Each party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such party by registered or certified mail at its address in accordance with Section 14 hereof. Nothing contained herein shall affect the be deemed to limit in any way any right of the Trustee, the Registrar, any Paying Agent, any Transfer Agent or any other agent appointed hereunder or any Holder to serve process in any other manner permitted by law. In addition, each party hereby irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to commence legal proceedings the laying of venue in any such action or otherwise proceed against Grupo Aval Limited proceeding in any state or Grupo Avalfederal court sitting in the City of New York, as the case borough of Manhattan, U.S.A., and hereby further irrevocably waives any claim that any such forum is an inconvenient forum. Each party agrees that a final judgment in any such action or proceeding that is no longer subject to appeal shall be conclusive and may be, be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this section shall impair the right of any party to bring any action or proceeding against the other or its property in the courts of any other jurisdiction, and each party irrevocably submits to the nonexclusive jurisdiction of the appropriate courts of the jurisdiction sitting in any place where the property or an office of such party is located. To the extent that any party or any of its property has or may hereafter acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of competent execution, execution, or otherwise) under the laws of any jurisdiction, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and agrees that it shall be subject to civil and commercial law with respect to such obligations.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Grantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York Oregon state or U.S. federal court sitting in the Borough of ManhattanPortland, the City of New York with respect to actions brought against it as a defendant Oregon and any appellate court from any thereof in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureAgreement, and the Notes Grantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such Oregon State court or any transaction contemplated in such federal court. The Grantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumaction or proceeding. Each of Grupo Aval Limited and Grupo Aval The Grantor hereby irrevocably appoints Banco de Bogotá S.A.Lawco of Oregon, New York Agency Inc. (the “"Process Agent”"), with an office on the date hereof at 000 Xxxx 0000 X.X. Fifth Avenue, Suite 1500, Xxxxxxxx, Xxxxxx 00000, Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it the Grantor and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Grantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Grantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Grantor also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Grantor at its address specified in Section 12. The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of The Borrower and the parties hereto Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any New York state State or U.S. federal Federal court sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant City in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Notes Agreement or the Guarantees Notes, and the Borrower and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any transaction contemplated such New York State or Federal court. The Borrower and the Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of such action or proceeding and the venue of any such Proceeding brought in any such court right to a jury trial. The Borrower and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval the Guarantor hereby irrevocably appoints Banco de Bogotá S.A., New York Agency CT CORPORATION SYSTEM (the “"Process Agent”"), with an office on the date hereof at 000 Xxxx Xxxxxx111 Eighth Avenue, Xxxxx 0000New York, Xxx XxxxN.Y. 10011, Xxx Xxxx 00000United States of America, as its authorized agent to receive on behalf of it xx xxxxx xxxxx xx xxxxxxx xx xxxxxx xx xxx Xxxxxxxx xnd the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect Borrower and the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's above address, and the Registrar, any Paying Borrower and the Guarantor hereby irrevocably authorizes and directs the Process Agent, any Transfer Agent or any other agent appointed hereunder or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto Guarantor hereby irrevocably submits to the non-exclusive in personam jurisdiction of any New York state State or U.S. federal Federal court of competent jurisdiction sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant City in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuarantee, the Notes and each Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard or any transaction contemplated hereby determined in such New York State or thereby (a “Proceeding”)Federal court. Each of the parties hereto Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of such action or proceeding. The Guarantors may, with the prior written consent of the venue Collateral Agent, appoint any other Person maintaining an office in New York City as a process agent, and upon the acceptance of any the appointment as process agent, such Proceeding brought process agent shall thereupon become process agent hereunder. Service of process in any such court action or proceeding may be made by mailing (by certified mail) or delivering a copy of such process to each of the Guarantors in care of the Borrower, at the Borrower's above address, and each Guarantor hereby irrevocably authorizes and directs the Borrower to accept such service on its behalf. As an alternative method of service, each Guarantor also irrevocably consents to the service of any claim that any such Proceeding brought and all process in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval irrevocably appoints Banco de Bogotá S.A., New York Agency action or proceeding by the mailing (the “Process Agent”), with an office at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service by certified mail) of copies of such process to the summons Guarantors at their addresses specified in Section 4.2. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and complaint and any other process which may be served enforced in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, Grupo Aval Limited accordance with applicable law in other jurisdictions by suit on the judgment or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Registrar, any Paying Agent, any Transfer Agent or any other agent appointed hereunder or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this IndentureGuaranty, and the Notes Guarantor hereby irrevocably agrees that all claims in respect of such action or the Guarantees proceeding may be heard and determined in such New York or any transaction contemplated federal court. The Guarantor hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent it they may effectively do so under applicable law and any objection which it may now or hereafter have so, the defense of an inconvenient forum to the laying maintenance of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumaction or proceeding. Each of Grupo Aval Limited and Grupo Aval The Guarantor hereby irrevocably appoints Banco de Bogotá S.A., New York Agency Xxxx X. Xxxx (the “"Process Agent”"), with an office on the date hereof at 000 Xxxx Hondo Oil & Gas Company, 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, telephone (000) 000-0000, Xxx Xxxx, Xxx Xxxx 00000telecopier (000) 000-0000, as its authorized agent to receive receive, on behalf of it the Guarantor and its property property, service of copies of the summons and complaint and any other process which that may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Guarantor in care of the TrusteeProcess Agent at the Process Agent's address above, and the RegistrarGuarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Guarantor also irrevocably consents to the service of any Paying Agent, any Transfer Agent or any other agent appointed hereunder or any Holder to serve and all process in any other manner permitted such action or proceeding by law or the mailing of copies of such process to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, Guarantor at its address specified in any other court of competent jurisdiction.Section 11. Guarantor agrees that a final judgment in

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto The Borrower hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York state State court or U.S. federal court of the United States of America sitting in New York, New York, U.S.A., and any appellate court from any thereof, over any action or proceeding arising out of or related to this Note or for recognition or enforcement of any judgment, and the Borough of Manhattan, the City of New York with respect to actions brought against it as a defendant Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any suit, such action or proceeding or arbitral award arising out of or relating to this Indenture, the Notes or the Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”). Each of the parties hereto irrevocably waivesmay be heard and determined in such New York State court or, to the fullest extent it may do so under applicable law and any objection which it may now or hereafter have to the laying of the venue of any permitted by law, in such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forumfederal court. Each of Grupo Aval Limited and Grupo Aval The Borrower hereby irrevocably appoints Banco de Bogotá S.A., New York Agency CT Corporation System (the “Process Agent”Agent"-), . with an office on the date hereof at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx XX 00000, U.S.A., as its authorized agent to receive on behalf of it the Borrower and its property property, service of copies of the summons and complaint and any other process which may be served in any Proceedingsuch action or proceeding. If for any reason such Person shall cease to Such service may be such agent for service of process, Grupo Aval Limited made by mailing or Grupo Aval, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City of New York and deliver to the Trustee delivering a copy of such process to the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right Borrower in care of the TrusteeProcess Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Registrar, Borrower also irrevocably consents to the service of any Paying Agent, and all process in any Transfer Agent such action or proceeding by the mailing of copies of such process to the Borrower at its address as set forth below. The Borrower agrees that a final judgment in any such action or proceeding shall he conclusive and may be enforced in other agent appointed hereunder jurisdictions by suit on the judgment or any Holder to serve process in any other manner permitted provided by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, in any other court of competent jurisdictionlaw.

Consent to Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, Manhattan in the City city of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, Indenture and the Notes or the Guarantees or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of Grupo Aval Limited and Grupo Aval The Company irrevocably appoints Banco de Bogotá S.A.BM&F USA Inc. 00 Xxxxxxxx, New York Agency (the “Process Agent”), with an office at 000 Xxxx Xxxxxx00xx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000(the “Process Agent”), as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, Grupo Aval Limited or Grupo Aval, as the case may be, Company shall forthwith appoint a new agent of recognized standing for service of process in the Borough of Manhattan, the City State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Registrar, any Paying Agent, any Transfer Agent or any other agent appointed hereunder or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Grupo Aval Limited or Grupo Aval, as the case may be, Company in any other court of competent jurisdiction.