Common use of Immunity; enforcement; submission to jurisdiction; choice of law Clause in Contracts

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrower’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such Borrower’s jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage in accordance with the laws of the Republic of Panama, and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrower’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower the any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than the recording of the each Mortgage in accordance with the laws of the Republic of Panama, an Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers Neither Borrower nor any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a either Borrower’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a either Borrower of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such Borrower’s jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage in accordance with the laws of the Republic of Panama, Panama and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a each Borrower’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage in accordance with the laws of the Republic of PanamaPanama or the laws of the Republic of the Mxxxxxxx Islands, as the case may be, and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers and the Guarantors to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers and the Guarantors in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers Neither Borrower nor any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrower’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such Borrower’s jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage Mortgages in accordance with the laws of the Republic of PanamaApproved Flag on which the Ship subject to such Mortgage is registered, and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a each Borrower’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers to the jurisdiction of the New York State courts and the U.S. US Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower the any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than (i) the recording registration of the Mortgage Mortgages in accordance with the laws of the Republic of Panama, Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance DocumentsDocuments and (ii) the filing of financing statements in accordance with the Uniform Commercial Code of any Pertinent Jurisdiction, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a33.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d33.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than the recording of the each Mortgage in accordance with the laws of the Republic of Panama, Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction.. 63 ‌ (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts. (h) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Obligor is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Obligor of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Obligor or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrower’s jurisdiction any Obligor's Pertinent Jurisdiction or of incorporation or formationthe Approved Flag relating to any Ship owned by such Obligor, in order to enable any Creditor Finance Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower any Obligor of its obligations under any Finance Document, that such Creditor Finance Party should be licensed, qualified or otherwise entitled to carry on business in such Borrower’s jurisdiction Obligor's Pertinent Jurisdiction or of incorporation or formationthe Approved Flag relating to any Ship owned by such Obligor. (d) Other than the recording of the each Mortgage in accordance with the laws of the Republic of PanamaApproved Flag relating to any Ship, as applicable, and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority Governmental Authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Finance Parties will not cause such Creditor Finance Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party Obligor or subject to taxation under any law or regulation of any governmental authority Governmental Authority in any Pertinent Jurisdiction of any Security PartyObligor. (f) Under the law of a Borrower’s each Obligor's jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers each Obligor to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(aSection 34.2 (Consent to Jurisdiction) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(dSection 34.2(d) will be effective to confer personal jurisdiction over the Borrowers Obligors in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than the recording of the each Mortgage in accordance with the laws of the Republic of Panama, Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and 66 ‌ SK 26945 0003 10902825 v6 binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts. (h) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than the recording of the each Mortgage in accordance with the laws of the Republic of Panama, an Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a34.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d34.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers The Borrower is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each the Borrower of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of Neither the Borrowers Borrower nor any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a the Borrower’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a the Borrower of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such the Borrower’s jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage in accordance with the laws of the Republic of PanamaApproved Flag on which the Ship is registered, and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a the Borrower’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Borrower to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Borrower in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers The Borrower is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each the Borrower of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of Neither the Borrowers Borrower nor any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a the Borrower’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a the Borrower of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such the Borrower’s jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage in accordance with the laws of the Republic of Panama, and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a the Borrower’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Borrower to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Borrower in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrowerany Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower the any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such BorrowerSecurity Party’s jurisdiction of incorporation or formation. (d) Other than (i) the recording registration of the Mortgage Mortgages in accordance with the laws of the Republic of Panama, Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance DocumentsDocuments and (ii) the filing of financing statements in accordance with the Uniform Commercial Code of any Pertinent Jurisdiction, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party. (f) Under the law of a Borrowereach Security Party’s jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers Security Party is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers nor No Security Party or any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrower’s any Security Party's jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower the any Security Party of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such Borrower’s Security Party's jurisdiction of incorporation or formation. (d) Other than the recording of the each Mortgage in accordance with the laws of the Republic of Panama, an Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party.. 0103218-0000004 NY:20884372.11 56 (f) Under the law of a Borrower’s each Security Party's jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers Security Parties to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will be effective to confer personal jurisdiction over the Borrowers Security Parties in such courts.

Immunity; enforcement; submission to jurisdiction; choice of law. (a) Each of the Borrowers It is subject to civil and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by each Borrower it of the Finance Documents to which it is a party constitute private and commercial acts rather than public or governmental acts. (b) None of the Borrowers Neither it nor any of its respective properties has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off, execution of a judgment or from any other legal process in relation to any Finance Document. (c) It is not necessary under the laws of a Borrower’s its jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights under any Finance Document or by reason of the execution of any Finance Document or the performance by a Borrower it of its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry on business in such Borrower’s Obligor's jurisdiction of incorporation or formation. (d) Other than the recording of the Mortgage Mortgages in accordance with the laws of the Republic of Panama, The Xxxxxxxx Islands and such filings as may be required in a Pertinent Relevant Jurisdiction in respect of certain of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto be registered, filed recorded or enrolled with any court or authority in any Pertinent Relevant Jurisdiction. (e) The execution, delivery, filing, registration, recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party to be deemed to be resident, domiciled or carrying on business in any Pertinent Relevant Jurisdiction of any Security Party Obligor or subject to taxation under any law or regulation of any governmental authority in any Pertinent Relevant Jurisdiction of any Security PartyObligor. (f) Under the law of a Borrower’s its jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents to which New York law is applicable is valid and binding. (g) The submission by the Borrowers it to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a46.1 (Jurisdiction) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d48.2 (Service of process) will be effective to confer personal jurisdiction over the Borrowers it in such courts.