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

Governing Law Submission to Jurisdiction Etc. (a) This Facility Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York. (b) The Company and each of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Facility Agreement, the Notes or any other Finance Document and agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. Within seven days of the execution of this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Lender or Holder or any person controlling any Lender or Holder to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.

Governing Law Submission to Jurisdiction Etc. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (awhether in contract, tort or otherwise) This Facility based upon, arising out of or relating to this Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York. (b) The Company and each York without regard to conflicts of law principles that would lead to the application of laws other than the law of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York. Each Subsidiary Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of Americathe Southern District of New York, and any appellate court from any thereof, in any legal suit, action or proceeding based on arising out of or arising under relating to this Facility Agreement, the Notes Agreement or any other Finance Loan Document to which such Subsidiary Guarantor is a party, or for recognition or enforcement of any judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suit action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such courtaction 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. The Company Nothing in this Agreement shall affect any right that any Third Lien Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which 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 in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the Guarantors parties hereto irrevocably waive waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained proceeding in any such court in New York on the basis of any such legal suit, action or proceedingcourt. Within seven days of the execution of Each party to this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees Agreement irrevocably consents to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon in the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed manner provided for notices in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceedingSection 6.01. Nothing herein shall in this Agreement will affect the right of any Lender or Holder or any person controlling any Lender or Holder party to this Agreement to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.LEGAL_US_E # 148181006.4

Governing Law Submission to Jurisdiction Etc. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (awhether in contract, tort or otherwise) This Facility based upon, arising out of or relating to this Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York. (b) The Company and each York without regard to conflicts of law principles that would lead to the application of laws other than the law of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York. Each Subsidiary Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of Americathe Southern District of New York, and any appellate court from any thereof, in any legal suit, action or proceeding based on arising out of or arising under relating to this Facility Agreement, the Notes Agreement or any other Finance Loan Document to which such Subsidiary Guarantor is a party, or for recognition or enforcement of any judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suit action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such courtaction 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. The Company Nothing in this Agreement shall affect any right that any First Lien Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which 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 in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the Guarantors parties hereto irrevocably waive waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained proceeding in any such court in New York on the basis of any such legal suit, action or proceedingcourt. Within seven days of the execution of Each party to this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees Agreement irrevocably consents to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon in the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed manner provided for notices in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceedingSection 6.01. Nothing herein shall in this Agreement will affect the right of any Lender or Holder or any person controlling any Lender or Holder party to this Agreement to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.

Governing Law Submission to Jurisdiction Etc. (a) This Facility Agreement Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, with and be governed by the law laws of the State of New YorkYork (including Section 5-1401 of the New York General Obligations Law, or any similar successor provision thereto, but excluding all other conflict-of-laws rules)and to the extent controlling, laws of the United States of America. (b) The Company and each Any legal action or proceeding with respect to this Guaranty, the Notes or the other Financing Documents may be brought in the courts of the Guarantors irrevocably submit to the non-exclusive jurisdiction State of any U.S. Federal or New York State court in or of the Borough United States of Manhattan in America for the City, County and State Southern District of New York, United States and, by execution and delivery of Americathis Guaranty, EACH Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. EACH Guarantor hereby irrevocably waives any legal suitobjection, including, but not limited to, 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 bringing of any such action or proceeding based on or arising under this Facility Agreementin such respective jurisdictions. (c) EACH Guarantor and the Collateral Agent (i) irrevocably and unconditionally waives, the Notes or any other Finance Document and agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the fullest extent permitted by law, the Company trial by jury in any legal action or proceeding relating to any Transaction Document and each of the Guarantors hereby waive for any objections counterclaim therein; (ii) irrevocably waives, to the enforcement maximum extent not prohibited by law, any competent court in Luxembourg right it may have to claim or Greece of any judgment validly obtained recover in any such court litigation any special, exemplary, punitive or consequential damages, or damages other than, or in New York addition to, actual damages; (iii) certifies that no party hereto nor any representative or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers; and (iv) acknowledges that it has been induced to enter into this Guaranty, the other Transaction Documents and the transactions contemplated hereby and thereby based upon, among other things, the mutual waivers and certifications contained in this section. (d) Each Guarantor hereby irrevocably designates CT Corporation as the designee, appointee and process agent of such Guarantor to receive, for and on behalf of such Guarantor, service of process in such respective jurisdictions in any legal action or proceeding with respect to this Guaranty. It is understood that a copy of such process served on such agent will be promptly forwarded by mail to the basis Guarantor at its address set forth opposite its signature below, but the failure of the Guarantor to receive such copy shall not affect in any way the service of such process. Each Guarantor further irrevocably consents to the service of process of any such legal suit, action or proceeding. Within seven days of the execution of this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served aforementioned courts in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period proceeding by the mailing of two years from copies thereof by registered or certified mail, postage prepaid, to the date hereofGuarantor at its said address, and such service to become effective on the Company and each Guarantor agrees earlier to renew occur of (i) actual receipt of such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon and (ii) the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any thirtieth day after such legal suit, action or proceeding. mailing. (e) Nothing herein shall affect the right of any Lender or Holder or any person controlling any Lender or Holder the Collateral Agent to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended law or to be effective upon the execution of this Facility Agreement without commence legal proceedings or otherwise proceed against any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief Guarantor in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcementjurisdiction.

Governing Law Submission to Jurisdiction Etc. (a) This Facility Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York. (b) The Company and each of the Guarantors irrevocably submit submits to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Facility Agreement, the Notes or any other Finance Document and agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive waives any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. Within seven days of the execution of this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “"Authorized Agent”") as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Lender or Holder or any person controlling any Lender or Holder to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, each of the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.

Governing Law Submission to Jurisdiction Etc. (a) This Facility Agreement and the other Financing Documents shall be governed by, by and construed and enforced in accordance with, with the law internal laws of the State of New York. York without giving effect to conflict of law principles. The Borrower hereby irrevocably and unconditionally submits, for itself and its property (bi) The Company and each of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court or federal court of the United States sitting in the Borough of Manhattan in the New York City, County and State of New York, United States of Americaany appellate court from any thereof, in any legal suit, action or proceeding based on arising out of or arising under relating to this Facility Agreement, the Notes Agreement or any of the other Finance Document Financing Documents 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 New York City, and any appellate court from any thereof, and any court sitting in Chile, for the recognition or enforcement of any such judgment, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such suit action or proceeding may be (i) heard and determined in any such courtNew York State court or, to the fullest extent permitted by law, in such federal court and (ii) enforced in any such court or any court sitting in Chile. The Company Borrower hereby irrevocably appoints the Guarantor as its agent to receive on behalf of itself and each its property services of copies of the Guarantors summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Guarantor at its address set forth in Section 8.01, and the Borrower hereby irrevocably waive authorizes and directs the Guarantor to accept such service on its behalf. As an alternative method of service, the Borrower also irrevocably 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 venue of any suit, action or proceeding 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 parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained proceeding in any such court in New York on the basis of any such legal suit, action or proceeding. Within seven days of the execution of this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Lender or Holder or any person controlling any Lender or Holder to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matterscourt. (c) To the extent that the Company Borrower has or hereafter may acquire any immunity from jurisdiction of the Guarantors any court or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal actionprocess (whether through service or notice, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or 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 is a party are commercial in nature, 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 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 action, suit, proceeding, cross claim or counterclaim in respect of or arising out of this Agreement whether in contract or tort, to the extent that the Borrower has or hereafter acquires any immunity from jurisdiction of any court or from any legal process (whether from service of notice, attachment in aid of execution, attachment prior to judgment, execution or otherwise) with respect to itself or its property, the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement, including, without limitation, a waiver of immunity from the jurisdiction of courts of the United States or of courts of the states of the United States pursuant to 28 U.S.C. § 1605(a)(1), a waiver of immunity from attachment in aid of execution of judgment, or from execution pursuant to 28 U.S.C. §§ 1610(a)(1) and (b)(l), a waiver of judgmentimmunity from attachment prior to judgment pursuant to 28 U.S.C. § 1610(d), or other legal process or proceeding for the giving and a waiver of any relief or for and all immunities provided by the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcementInternational Organizations Immunities Act.

Governing Law Submission to Jurisdiction Etc. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (awhether in contract, tort or otherwise) This Facility based upon, arising out of or relating to this Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York. (b) The Company and each York without regard to conflicts of law principles that would lead to the application of laws other than the law of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York. Each Subsidiary Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of Americathe Southern District of New York, and any appellate court from any thereof, in any legal suit, action or proceeding based on arising out of or arising under relating to this Facility Agreement, the Notes Agreement or any other Finance Loan Document to which such Subsidiary Guarantor is a party, or for recognition or enforcement of any judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suit action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such courtaction 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. The Company Nothing in this Agreement shall affect any right that any Secured Creditor or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which 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 in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the Guarantors parties hereto irrevocably waive waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained proceeding in any such court in New York on the basis of any such legal suit, action or proceedingcourt. Within seven days of the execution of Each party to this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees Agreement irrevocably 4841-1063-1838V11 consents to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon in the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed manner provided for notices in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceedingSection 6.01. Nothing herein shall in this Agreement will affect the right of any Lender or Holder or any person controlling any Lender or Holder party to this Agreement to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.

Governing Law Submission to Jurisdiction Etc. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (awhether in contract, tort or otherwise) This Facility based upon, arising out of or relating to this Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York. (b) The Company and each York without regard to conflicts of law principles that would lead to the application of laws other than the law of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York. Each Subsidiary Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of Americathe Southern District of New York, and any appellate court from any thereof, in any legal suit, action or proceeding based on arising out of or arising under relating to this Facility Agreement, the Notes Agreement or any other Finance Loan Document to which such Subsidiary Guarantor is a party, or for recognition or enforcement of any judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suit action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such courtaction 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. The Company Nothing in this Agreement shall affect any right that any Second Lien Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which 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 in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the Guarantors parties hereto irrevocably waive waives the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Luxembourg or Greece of any judgment validly obtained proceeding in any such court in New York on the basis of any such legal suit, action or proceedingcourt. Within seven days of the execution of Each party to this Facility Agreement, the Company and each of the Guarantors shall have appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Authorized Agent”) as their authorized agent upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable for a period of two years from the date hereof, and the Company and each Guarantor agrees Agreement irrevocably consents to renew such appointment from time to time until after the repayment in full of the Notes. The Company and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and each of the Guarantors further agree that service of process upon in the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed manner provided for notices in every respect effective service of process upon the Company and the Guarantors Section 6.01. LEGAL_US_E # 148180534.4 Nothing in any such legal suit, action or proceeding. Nothing herein shall this Agreement will affect the right of any Lender or Holder or any person controlling any Lender or Holder party to this Agreement to serve process in any other manner permitted by law. The provisions of this Section 26.8(b) are intended to be effective upon the execution of this Facility Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Facility Agreement into evidence shall be conclusive and final evidence as to such matters. (c) To the extent the Company or any of the Guarantors or any of their respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Facility Agreement, any of the Finance Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.