Common use of Governing Law Submission to Jurisdiction Etc Clause in Contracts

Governing Law Submission to Jurisdiction Etc. (a) THIS AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, of the courts of the State of New York sitting in the County of New York, or of any court in Brazil (if and to the extent such Brazilian court has subject matter jurisdiction) and any appellate court from any thereof, for the purposes of any action or proceeding arising out of or relating to this Agreement; provided, that any action or proceeding seeking enforcement against any collateral or other property may be brought in the courts of any other jurisdiction where such collateral or other property may be found. Each party further agrees that that the United States District Court for the Southern District of New York and of the courts of the State of New York sitting in the County of New York, and any appellate court from any thereof, shall have exclusive jurisdiction with respect to any claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usurious. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby expressly and irrevocably waives, to the fullest extent permitted by applicable Law, the jurisdiction of any other courts to which it may be entitled to, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (c) To the extent any Obligor may, in any action or proceeding arising out of or relating to any of the Financing Documents brought in Brazil or elsewhere, be entitled under any applicable Law to require or claim that any Financing Party post security for costs or take similar action, each Obligor hereby irrevocably waives and agrees, to the extent permitted by law, not to claim the benefit of such entitlement. (d) Each Obligor hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Service upon the Process Agent shall be deemed to be personal service on the Borrower or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower or the relevant Guarantor, as the case may be, or any failure on the part of the Borrower or the relevant Guarantor, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the Borrower or the Guarantors, as the case may be, at the address referenced in Section 10.3, such service to be effective upon the date indicated on the postal receipt returned from the Borrower or the Guarantors, as the case may be. (e) Each Obligor agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its Properties, and, in the event that for any reason the agent mentioned above shall not serve as agent for an Obligor to receive service of process in the State of New York on its behalf, the relevant Obligor shall promptly appoint a successor reasonably satisfactory to the Administrative Agent so to serve, advise the Administrative Agent thereof, and deliver to the Administrative Agent evidence in writing of the successor agent's acceptance of such appointment. The foregoing provisions constitute, among other things, a special arrangement for service among the parties to this Agreement for the purposes of 28 U.S.C. § 1608.

Governing Law Submission to Jurisdiction Etc. (a) THIS AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, of the courts of the State of New York sitting in the County of New York, or the Central Court of any court in Brazil São Paulo Judicial District, State of São Paulo (if and to the extent such Brazilian court has subject matter jurisdiction) and any appellate court from any thereof, for the purposes of any action or proceeding arising out of or relating to this Agreement; provided, that any action or proceeding seeking enforcement against any collateral or other property may be brought in the courts of any other jurisdiction where such collateral or other property may be found. Each party further agrees that that the United States District Court for the Southern District of New York and of the courts of the State of New York sitting in the County of New York, if applicable, of the Central Court of São Paulo Judicial District, State of São Paulo (if and to the extent such Brazilian court has jurisdiction), and any appellate court from any thereof, shall have exclusive jurisdiction with respect to any claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usurious. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby expressly and irrevocably waives, to the fullest extent permitted by applicable Law, the jurisdiction of any other courts courts, in the United States of America, Brazil and/or other jurisdiction, to which it may be entitled to, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (c) To the extent any Obligor may, in any action or proceeding arising out of or relating to any of the Financing Documents brought in Brazil or elsewhere, be entitled under any applicable Law to require or claim that any Financing Party post security for costs or take similar action, each Obligor hereby irrevocably waives and agrees, to the extent permitted by law, not to claim the benefit of such entitlement. (d) Each Obligor hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 100 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Service upon the Process Agent shall be deemed to be personal service on the Borrower or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower or the relevant Guarantor, as the case may be, or any failure on the part of the Borrower or the relevant Guarantor, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the Borrower or the Guarantors, as the case may be, at the address referenced in Section 10.3, such service to be effective upon the date indicated on the postal receipt returned from the Borrower or the Guarantors, as the case may be. (e) Each Obligor agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its Properties, and, in the event that for any reason the agent mentioned above shall not serve as agent for an Obligor to receive service of process in the State of New York on its behalf, the relevant Obligor shall promptly appoint a successor reasonably satisfactory to the Administrative Agent so to serve, advise the Administrative Agent thereof, and deliver to the Administrative Agent evidence in writing of the successor agent's ’s acceptance of such appointment. The foregoing provisions constitute, among other things, a special arrangement for service among the parties to this Agreement for the purposes of 28 U.S.C. § 1608.

Governing Law Submission to Jurisdiction Etc. (a) THIS AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (b) Each party hereto This Agreement and the other Financing Documents shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to conflict of law principles. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, property (i) to the exclusive jurisdiction of any New York State court or federal court of the United States District Court for the Southern District of New York, of the courts of the State of sitting in New York sitting in the County of New York, or of any court in Brazil (if and to the extent such Brazilian court has subject matter jurisdiction) and any appellate court from any thereof, for the purposes of any action or proceeding arising out of or relating to this Agreement; provided, that any action or proceeding seeking enforcement against any collateral or other property may be brought in the courts of any other jurisdiction where such collateral or other property may be found. Each party further agrees that that the United States District Court for the Southern District of New York and of the courts of the State of New York sitting in the County of New YorkCity, and any appellate court from any thereof, shall have exclusive jurisdiction with respect to any claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usurious. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby expressly and irrevocably waives, to the fullest extent permitted by applicable Law, the jurisdiction of any other courts to which it may be entitled to, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (c) To the extent any Obligor may, in any action or proceeding arising out of or relating to this Agreement or any of the other Financing Documents brought to which it is a party, and (ii) to the nonexclusive jurisdiction of any New York State court or federal court of the United States sitting in Brazil New York City, and any appellate court from any thereof, and any court sitting in Chile, for the recognition or elsewhereenforcement of any such judgment, be entitled under any applicable Law to require or claim that any Financing Party post security for costs or take similar action, each Obligor and the Borrower hereby irrevocably waives and agreesunconditionally agrees that all claims in respect of any such action or proceeding may be (i) heard and determined in any such New York State court or, to the fullest extent permitted by law, not to claim the benefit of in such entitlement. federal court and (dii) Each Obligor enforced in any such court or any court sitting in Chile. The Borrower hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Guarantor as its agent to receive on its behalf and on behalf of itself and its Property, service property services of copies of the summons and complaint and any other process that which may be served in any such action or proceeding. Service upon the Process Agent shall Such service may be deemed to be personal service on the Borrower made by mailing or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies delivering a copy of such legal process to the Borrower or the relevant Guarantor, as the case may be, or any failure on the part in care of the Guarantor at its address set forth in Section 8.01, and the Borrower or hereby irrevocably authorizes and directs the relevant GuarantorGuarantor to accept such service on its behalf. As an alternative method of service, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor further Borrower also irrevocably agrees consents to the service of any and all process in any such action or proceeding by the air mailing of copies of such process to the Borrower, at its then effective notice address pursuant to Section 8.01. (b) The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the aforementioned courts in venue of any suit, action or proceeding by arising out of or relating to this Agreement or any other Financing Document to which it is a party in any New York State or federal court sitting in New York City. Each of the mailing of copies thereof by certified mail, postage prepaid, return receipt requestedparties hereto hereby irrevocably waives, to the Borrower fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or the Guarantors, as the case may be, at the address referenced proceeding in Section 10.3, any such service to be effective upon the date indicated on the postal receipt returned from the Borrower or the Guarantors, as the case may becourt. (ec) Each Obligor To the extent that the Borrower has or hereafter may 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 execution, execution or otherwise) with respect to itself or its property, the Borrower hereby acknowledges and agrees that the activities contemplated by the provisions of this Agreement and the other Financing Documents to which it will at all times continuously maintain an agent to receive service of process is a party are commercial in the State of New York on behalf of itself and its Propertiesnature, rather than governmental or public, and, therefore, irrevocably and unconditionally waives, to the extent permitted under applicable law, such immunity in respect of its obligations under the event Financing Documents to which it is a party and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 8.07(c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Without prejudice to the foregoing, in any reason action, suit, proceeding, cross claim or counterclaim in respect of or arising out of this Agreement whether in contract or tort, to the agent mentioned above shall not serve as agent for an Obligor to receive extent that the Borrower has or hereafter acquires any immunity from jurisdiction of any court or from any legal process (whether from service of process notice, attachment in the State aid of New York on execution, attachment prior to judgment, execution or otherwise) with respect to itself or its behalfproperty, the relevant Obligor shall promptly appoint Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement, including, without limitation, a successor reasonably satisfactory to waiver of immunity from the Administrative Agent so to serve, advise the Administrative Agent thereof, and deliver to the Administrative Agent evidence in writing jurisdiction of courts of the successor agent's acceptance United States or of such appointment. The foregoing provisions constitute, among other things, a special arrangement for service among courts of the parties states of the United States pursuant to this Agreement for the purposes of 28 U.S.C. § 16081605(a)(1), a waiver of immunity from attachment in aid of execution or from execution pursuant to 28 U.S.C. §§ 1610(a)(1) and (b)(l), a waiver of immunity from attachment prior to judgment pursuant to 28 U.S.C. § 1610(d), and a waiver of any and all immunities provided by the International Organizations Immunities Act.

Governing Law Submission to Jurisdiction Etc. (a) THIS COMMON AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH FINANCING DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW LAWS OF THE STATE OF NEW YORK). (b) Each party of the parties hereto hereby (i) expressly and irrevocably submits and unconditionally submits, for itself and its property, consents to the exclusive jurisdiction of the United States District Court for the Southern District of New York, of the courts of the any State of New York sitting or Federal court located in the County Borough of New YorkManhattan, or of any court in Brazil (if and to the extent such Brazilian court has subject matter jurisdiction) and any appellate court having jurisdiction over appeals from any thereofof such courts, for in any action to resolve any controversy or claim arising out of this Common Agreement or any other Financing Document, (ii) agrees that all claims in such action may be decided in any such court, (iii) irrevocably waives, to the purposes fullest extent it may effectively do so, the defense of an inconvenient forum, (iv) irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement; providedCommon Agreement or any other Financing Document in any such court, that (v) to the extent the Borrower has or hereafter may acquire any action immunity (sovereignty or proceeding seeking enforcement against otherwise) from any collateral legal action, suit or other property may be brought in the courts proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Borrower irrevocably waives and agrees not to plead or claim such immunity in respect of its Obligations under this Common Agreement and the other jurisdiction where such collateral Financing Documents, and (vi) consents to the service of process by registered or other property may be found. Each party further agrees that that the United States District Court for the Southern District certified mail (or any substantially similar form of New York mail), postage prepaid and of the courts of return receipt requested, or by personal service within or without the State of New York sitting in the County of New York, and any appellate court from any thereof, shall have exclusive jurisdiction with respect at the address for notices referred to any claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usuriousin Section 10.02. Each party agrees that a A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on jurisdictions. Furthermore, each party hereby submits to the judgment competent courts of its corporate domicile in any action or proceeding against it in connection with this Common Agreement or any other Financing Document. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other manner provided by law. Each party hereto hereby expressly and irrevocably waives, to the fullest extent permitted by applicable Law, the jurisdiction of any other courts to which it may be entitled to, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumcompetent jurisdiction. (c) To the extent any Obligor may, in any action or proceeding arising out of or relating to any of the Financing Documents brought in Brazil or elsewhere, be entitled under any applicable Law to require or claim that any Financing Party post security for costs or take similar action, each Obligor hereby irrevocably waives and agrees, to the extent permitted by law, not to claim the benefit of such entitlement. (d) Each Obligor The Borrower hereby irrevocably appoints CT Corporation System (the “"Process Agent”"), with an office on the date hereof at 100 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Propertyproperties, service of copies of the summons and complaint and any other process that may be served in any such action or proceedingaction. Service upon the Process Agent shall be deemed to be personal service on the Borrower or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower or the relevant Guarantor, as the case may beBorrower, or any failure on the part of the Borrower or the relevant Guarantor, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the The Borrower or the Guarantors, as the case may be, at the address referenced in Section 10.3, such service to be effective upon the date indicated on the postal receipt returned from the Borrower or the Guarantors, as the case may be. (e) Each Obligor agrees that it will shall at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its Propertiesproperties, and, in the event that for any reason the agent mentioned above Process Agent shall not serve as agent for an Obligor the Borrower to receive service of process in the State of New York on its behalf, the relevant Obligor Borrower shall promptly appoint a successor reasonably satisfactory to the Facility Administrative Agent Agents so to serve, advise the Facility Administrative Agent Agents thereof, and deliver to the Facility Administrative Agent Agents evidence in writing of the successor agent's acceptance of such appointment. The foregoing provisions constituteNothing herein shall affect the right of any party to effect service of process in any other manner permitted by applicable Law. (d) To the extent the Borrower may, among other thingsin any action or proceeding arising out of or relating to any of the Financing Documents brought in Mexico or elsewhere, a special arrangement be entitled under applicable Law to require or claim that any Secured Party post security for service among costs or take similar action, the parties Borrower hereby irrevocably waives and agrees not to this Agreement for claim the purposes benefit of 28 U.S.C. § 1608such entitlement.

Governing Law Submission to Jurisdiction Etc. (a) THIS AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) AND ANY CLAIMThis Agreement, CONTROVERSYand any dispute arising out of, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPONrelating to, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (b) Each party hereto hereby irrevocably or in connection with this Agreement shall be governed by and unconditionally submits, for itself and its property, to construed in accordance with the exclusive jurisdiction of the United States District Court for the Southern District of New York, of the courts Laws of the State of New York sitting in Delaware without giving effect to any choice or conflict of law provision or rule (whether of the County State of New York, or Delaware of any court in Brazil other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Except as set out below, each of the parties (if and a) consents to submit itself to the extent such Brazilian court has personal jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement (except any action to enforce a judgment of any such court), in any court other than any such court or any appellate court from therefrom . The parties irrevocably and unconditionally waive any thereof, for objection to the purposes laying of venue of any action action, suit or proceeding arising out of this Agreement or relating to this Agreement; provided, that any action or proceeding seeking enforcement against any collateral or other property may be brought the transactions contemplated hereby in the courts of Chancery Court or, if, but only if, the Chancery Court lacks subject matter jurisdiction, in any other jurisdiction where such collateral or other property may be found. Each party further agrees that that the United States District Court for the Southern District of New York and of the courts of federal court located in the State of New York sitting in the County of New YorkDelaware, and any appellate court from any thereof, shall have exclusive jurisdiction with respect hereby further irrevocably and unconditionally waive and agree not to any plead or claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usurious. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby expressly and irrevocably waives, to the fullest extent permitted by applicable Law, the jurisdiction of any other courts to which it may be entitled to, any objection which it may now or hereafter have to the laying of the venue of court that any such action, suit or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (cb) To the extent any Obligor may, in any action or proceeding arising out of or relating to any of the Financing Documents brought in Brazil or elsewhere, be entitled under any applicable Law to require or claim Each party hereby agrees that any Financing Party post security for costs or take similar action, each Obligor hereby irrevocably waives and agrees, to the extent permitted by law, not to claim the benefit of such entitlement. (d) Each Obligor hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Property, service of copies of the summons and complaint and any other process that may be served process, summons, notice or document by registered mail addressed to such Person at its address set forth in any such action or proceeding. Service upon the Process Agent Section 5.6 shall be deemed to be personal service on the Borrower or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower or the relevant Guarantor, as the case may be, or any failure on the part of the Borrower or the relevant Guarantor, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor further irrevocably agrees to the effective service of process of any of the aforementioned courts in for any suit, action or proceeding by the mailing relating to any dispute arising out of copies thereof by certified mail, postage prepaid, return receipt requested, to the Borrower this Agreement or the Guarantors, as the case may be, at the address referenced in Section 10.3, such service to be effective upon the date indicated on the postal receipt returned from the Borrower or the Guarantors, as the case may betransactions contemplated by this Agreement. (ec) Each Obligor agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its PropertiesEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, andAND THEREFORE EACH PARTY HEREBY WAIVES, in the event that for any reason the agent mentioned above shall not serve as agent for an Obligor to receive service of process in the State of New York on its behalfTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the relevant Obligor shall promptly appoint a successor reasonably satisfactory to the Administrative Agent so to serveANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, advise the Administrative Agent thereofACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, and deliver to the Administrative Agent evidence in writing of the successor agent's acceptance of such appointment. The foregoing provisions constituteAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, among other thingsEXPRESSLY OR OTHERWISE, a special arrangement for service among the parties to this Agreement for the purposes of 28 U.S.C. § 1608THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law Submission to Jurisdiction Etc. (a) THIS COMMON AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS (UNLESS SUCH FINANCING DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW LAWS OF THE STATE OF NEW YORK). (b) Each party of the parties hereto hereby (i) expressly and irrevocably submits and unconditionally submits, for itself and its property, consents to the exclusive jurisdiction of the United States District Court for the Southern District of New York, of the courts of the any State of New York sitting or Federal court located in the County Borough of New YorkManhattan, or of any court in Brazil (if and to the extent such Brazilian court has subject matter jurisdiction) and any appellate court having jurisdiction over appeals from any thereofof such courts, for in any action to resolve any controversy or claim arising out of this Common Agreement or any other Financing Document, (ii) agrees that all claims in such action may be decided in any such court, (iii) irrevocably waives, to the purposes fullest extent it may effectively do so, the defense of an inconvenient forum, (iv) irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement; providedCommon Agreement or any other Financing Document in any such court, that (v) to the extent the Borrower has or hereafter may acquire any action immunity (sovereignty or proceeding seeking enforcement against otherwise) from any collateral legal action, suit or other property may be brought in the courts proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Borrower irrevocably waives and agrees not to plead or claim such immunity in respect of its Obligations under this Common Agreement and the other jurisdiction where such collateral Financing Documents, and (vi) consents to the service of process by registered or other property may be found. Each party further agrees that that the United States District Court for the Southern District certified mail (or any substantially similar form of New York mail), postage prepaid and of the courts of return receipt requested, or by personal service within or without the State of New York sitting in the County of New York, and any appellate court from any thereof, shall have exclusive jurisdiction with respect at the address for notices referred to any claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usuriousin Section 11.02. Each party agrees that a A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on jurisdictions. Furthermore, each party hereby submits to the judgment competent courts of its corporate domicile in any action or proceeding against it in connection with this Common Agreement or any other Financing Document. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other manner provided by law. Each party hereto hereby expressly and irrevocably waives, to the fullest extent permitted by applicable Law, the jurisdiction of any other courts to which it may be entitled to, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumcompetent jurisdiction. (c) To the extent any Obligor may, in any action or proceeding arising out of or relating to any of the Financing Documents brought in Brazil or elsewhere, be entitled under any applicable Law to require or claim that any Financing Party post security for costs or take similar action, each Obligor hereby irrevocably waives and agrees, to the extent permitted by law, not to claim the benefit of such entitlement. (d) Each Obligor The Borrower hereby irrevocably appoints CT Corporation System (the “"Process Agent”"), with an office on the date hereof at 100 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Propertyproperties, service of copies of the summons and complaint and any other process that may be served in any such action or proceedingaction. Service upon the Process Agent shall be deemed to be personal service on the Borrower or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower or the relevant Guarantor, as the case may beBorrower, or any failure on the part of the Borrower or the relevant Guarantor, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the The Borrower or the Guarantors, as the case may be, at the address referenced in Section 10.3, such service to be effective upon the date indicated on the postal receipt returned from the Borrower or the Guarantors, as the case may be. (e) Each Obligor agrees that it will shall at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its Propertiesproperties, and, in the event that for any reason the agent mentioned above Process Agent shall not serve as agent for an Obligor the Borrower to receive service of process in the State of New York on its behalf, the relevant Obligor Borrower shall promptly appoint a successor reasonably satisfactory to the Facility Administrative Agent so to serve, advise the Facility Administrative Agent thereof, and deliver to the Facility Administrative Agent evidence in writing of the successor agent's acceptance of such appointment. The foregoing provisions constituteNothing herein shall affect the right of any party to effect service of process in any other manner permitted by applicable Law. (d) To the extent the Borrower may, among other thingsin any action or proceeding arising out of or relating to any of the Financing Documents brought in Mexico or elsewhere, a special arrangement be entitled under applicable Law to require or claim that any Secured Party post security for service among costs or take similar action, the parties Borrower hereby irrevocably waives and agrees not to this Agreement for claim the purposes benefit of 28 U.S.C. § 1608such entitlement.

Governing Law Submission to Jurisdiction Etc. (a) THIS AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS This Agreement (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREINincluding, but not limited to, the validity and enforceability hereof and thereof) AND ANY CLAIMshall be governed by, CONTROVERSYand construed in accordance with, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE ) BASED UPONthe laws of the state of New York, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT (EXCEPT, AS TO ANY OTHER FINANCING DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)other than conflict of laws rules thereof that would require the application of the laws of a jurisdiction other than such state. (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, Any legal action or proceeding with respect to this Agreement may be brought in the exclusive jurisdiction courts of the State of New York in New York County or of the United States District Court of America for the Southern District of New York, and, by execution and delivery of this Agreement, each of the courts of Manager and the State of New York sitting in the County of New York, or of any court in Brazil Owner hereby accepts for itself and (if and to the extent such Brazilian court has subject matter jurisdiction) and any appellate court from any thereof, for the purposes of any action or proceeding arising out of or relating to this Agreement; provided, that any action or proceeding seeking enforcement against any collateral or other property may be brought in the courts of any other jurisdiction where such collateral or other property may be found. Each party further agrees that that the United States District Court for the Southern District of New York and of the courts of the State of New York sitting in the County of New York, and any appellate court from any thereof, shall have exclusive jurisdiction with respect to any claim or counterclaim of any Obligor based upon the assertion that the rate of interest charged by or under this Agreement or under the other Financing Documents is usurious. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. Each party hereto hereby expressly ) in respect of its Property, generally and irrevocably waives, to the fullest extent permitted by applicable Lawunconditionally, the jurisdiction of the aforesaid courts. Each of the Manager and the Owner hereby irrevocably waives any other courts to which it may be entitled toobjection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of the venue bringing of any such action or proceeding brought in such a respective jurisdictions. this submission to jurisdiction is non-exclusive and does not preclude any Person from obtaining jurisdiction over other parties in any court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumotherwise having jurisdiction. (c) To Each of the extent any Obligor mayManager and the Owner hereby irrevocably designates Capitol Services, Inc. located at 401 Colvin Street, Suite 200, Albany, New York 12206, as its desxxxxx, xxxxxxxxx xxx agent to receive, for and on its behalf, service of process in such jurisdiction in any legal action or proceeding arising out with respect to this Agreement. it is understood that a copy of or relating such process served on such agent will be promptly forwarded by overnight courier to the Manager and the Owner at its address set forth herein, but the failure of to receive such copy shall not affect in any way the service of such process. Each of the Financing Documents brought in Brazil or elsewhere, be entitled under any applicable Law to require or claim that any Financing Party post security for costs or take similar action, each Obligor hereby irrevocably waives Manager and agrees, to the extent permitted by law, not to claim the benefit of such entitlement. (d) Each Obligor hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on its behalf and on behalf of its Property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding. Service upon the Process Agent shall be deemed to be personal service on the Borrower or the relevant Guarantor, as the case may be, and shall be legal and binding upon the Borrower or such Guarantor, as the case may be, for all purposes notwithstanding any failure to mail copies of such legal process to the Borrower or the relevant Guarantor, as the case may be, or any failure on the part of the Borrower or the relevant Guarantor, as the case may be, to receive the same. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law or any right to bring legal action or proceedings in any other competent jurisdiction. To the extent permitted by applicable Law, each Obligor Owner further irrevocably agrees consents to the service of process of any of the aforementioned courts in any suit, such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrower or the Guarantors, as the case may be, Noble US at the address referenced in Section 10.3its said address, such service to be become effective upon thirty (30) days after such mailing. (d) Nothing herein shall affect the date indicated on right of the postal receipt returned from the Borrower Owner or the GuarantorsIndenture Trustee, as any Note Holder or any other Person to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the case may beManager in any other jurisdiction. (e) Each Obligor agrees The Manager and the Owner each hereby (i) irrevocably and unconditionally waives, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein; (ii) irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certifies that it will at all times continuously maintain an no party hereto nor any representative or agent to receive service of process in the State of New York on behalf of itself and its Propertiescounsel for any party hereto has represented, andexpressly or otherwise, or implied that such party would not, in the event that for any reason of litigation, seek to enforce the agent mentioned above shall not serve as agent for an Obligor to receive service of process in the State of New York on its behalf, the relevant Obligor shall promptly appoint a successor reasonably satisfactory to the Administrative Agent so to serve, advise the Administrative Agent thereofforegoing waivers, and deliver (iv) acknowledges that it has been induced to enter into this Agreement, and the Administrative Agent evidence in writing of the successor agent's acceptance of such appointment. The foregoing provisions constitutetransactions contemplated hereby and thereby by, among other things, a special arrangement for service among the parties to waivers and certifications contained in this Agreement for the purposes of 28 U.S.C. § 1608section.