Common use of Jurisdiction Service of Process and Venue Clause in Contracts

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party hereby irrevocably appoints Seven Seas Water Corporation (the “Process Agent”), with an office on the Closing Date at 00000 Xxxxxxx Xxxxxx, Tampa, FL 33626 as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a), and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred to in Section 12.12(a) and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, for itself and for its PropertyIN AND FOR THE COUNTY OF NEW YORK, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND EACH OF THE EXPORTER AND THE IMPORTER IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO THIS AGREEMENT) IN NEW YORK, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionNEW YORK. (b) Each Loan Party of the Exporter and the Importer hereby irrevocably appoints Seven Seas Water Corporation National Corporate Research, Ltd. (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxx 00xx Xxxxxx, TampaXxxxx 000, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full of all ObligationsSale Termination Date, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Exporter or the Importer shall, by an instrument reasonably satisfactory to the Required LendersCollateral Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersCollateral Agent. Each Loan Party of the Exporter and the Importer covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent a process agent pursuant to this paragraph in full force and effect and to cause the Process Agent such process agent to act as such. 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. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the applicable Person is or may be subject, by suit upon judgment. (e) To Each of the extent that any Loan Party may be entitled to Exporter and the benefit of any provision of law requiring the Administrative Agent or any Lender in any suitImporter irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Exporter or the Importer relating in any way to this Agreement, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, the laws Exporter and the Importer shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the entry of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as judgment in any such action or proceeding commenced by the case may be, such other jurisdictionExporter or the Importer.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party hereby irrevocably appoints Seven Seas Water Corporation (the “Process Agent”), with an office on the Closing Date at 00000 Xxxxxxx Xxxxxx, Tampa, FL 33626 as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a), and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred to in Section 12.12(a) and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating with respect to this Agreement or any other Loan Document against judgment entered by any Loan Party court in respect thereof may be brought in the United States District Court for the Southern District of New York or its Properties the Supreme Court of the State of New York, County of New York, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and irrevocably submits to the jurisdiction of each such court for the purpose of any jurisdictionsuch suit, action, proceeding or judgment; provided that the foregoing submission to jurisdiction by any Multilateral Financial Institution does not constitute a waiver of any of its immunities under its Articles of Agreement or of any other immunity to which it may be entitled under applicable law. (b) Each Loan Party of the parties hereto (other than Vitro Packaging, the Collateral and Intercreditor Agent, the Indenture Trustee and any Multilateral Financial Institution) hereby irrevocably appoints Seven Seas Water CT Corporation System, in New York, New York (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 0xx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, XX 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of itself and its behalf assets and properties service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in the State of New York. Such appointment shall be irrevocable as long as any court referred Secured Obligations owed to in Section 12.12(a), and agrees that the failure of the Process Agent to give any notice of any or by such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all ObligationsPerson are outstanding, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shallsuch Person will, by an instrument reasonably satisfactory to the Required LendersCollateral and Intercreditor Agent, appoint another Person in the United States Borough of America Manhattan, New York as such Process Agent Agent, subject to the approval of the Collateral and Intercreditor Agent, the Indenture Trustee, the Senior Credit Agents (not to be unreasonably withheld conditioned withheld). Each party hereto hereby further irrevocably consents to the service of process in any suit, action or delayed) proceeding in said courts by the mailing thereof by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Required Lenders. Each Loan Party parties hereto (other than the Collateral and Intercreditor Agent, the Indenture Trustee and any Multilateral Financial Institution) covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the a Process Agent pursuant to this paragraph Section 11.9(b) in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person to serve any such process or summons in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawapplicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Collateral Documents brought in any court referred to the United States District Court for the Southern District of New York or in Section 12.12(a) the Supreme Court of the State of New York, County of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now jurisdiction of which any party hereto is or hereafter permitted under the laws of BVImay be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, by suit upon such other jurisdictionjudgment.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsEXCEPT FOR LEGAL ACTIONS OR PROCEEDINGS IN RELATION TO THE BARRA DO RIACHO SECURITY DOCUMENTS, for itself and for its PropertyTHE ARACRUZ SHARE PLEDGE AGREEMENT, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York THE ARACRUZ NOTE PLEDGE AGREEMENT, THE XXXXXX SHARE PLEDGE AGREEMENT AND THE EXPORT FINANCE AGREEMENT (in each case sitting in the Borough of ManhattanAND ANY NOTES THEREUNDER), and any appellate court from any thereofWHICH SHALL BE SUBMITTED BY ANY PARTY HERETO TO A COMPETENT COURT IN BRAZIL, in any suitANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentIN AND FOR THE COUNTY OF NEW YORK, and each of the parties hereto irrevocably and unconditionally agreesOR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, to the fullest extent permitted by Applicable LawEACH PARTY ACCEPTS, that all claims in respect of any such suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding may be heard and determined in such New York state court or in such federal courtGENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING BY ANY ARACRUZ PARTY (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST ANY ARACRUZ PARTY IN ANY OTHER JURISDICTION). Each of the parties hereto agrees that a final action in any such suitEACH OF THE OBLIGORS IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT (AS DEFINED BELOW) AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO ALL OF THE LOAN DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY) IN NEW YORK, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionNEW YORK. (b) Each Loan Party Obligor hereby irrevocably appoints Seven Seas Water Corporation National Corporate Research Ltd. (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Obligationsamounts payable under this Agreement and the other Loan Documents, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Obligor (as applicable) shall, by an instrument reasonably satisfactory to the Required LendersAdministrative Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersAdministrative Agent. Each Loan Party Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person Lender Party to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, including but not limited to Brazil, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to which the applicable Person is or may be subject. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suitEach Obligor irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement and/or any of the other Loan Document(s) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by such Obligor relating in any way to this Agreement and/or the other Loan Documents, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, each Obligor shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the laws entry of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, judgment in any such other jurisdictionaction or proceeding commenced by such Obligor.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, for itself and for its PropertyIN AND FOR THE COUNTY OF NEW YORK, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE STAND-BY EXPORTER IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO THIS AGREEMENT) IN NEW YORK, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionNEW YORK. (b) Each Loan Party The Stand-by Exporter hereby irrevocably appoints Seven Seas Water CT Corporation System (the “"Process Agent”"), with an office on the Closing Date date hereof at 00000 Xxxxxxx Xxxxxx111 Eighth Avenue, Tampa13th Floor, FL 33626 New York, New York 10011, as its agent and true and lawful attorneyagenx xxx xxxx xxx xxxxxx xxxxxxxx-inxx-fact in its namexxxx xx xxx xxxx, place xxxce and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full termination of all Obligationsthis Agreement, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Stand-by Exporter shall, by an instrument reasonably satisfactory to the Required LendersBorrower, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required LendersAgent. Each Loan Party The Stand-by Exporter covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent a process agent pursuant to this paragraph in full force and effect and to cause the Process Agent such process agent to act as such. 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. ss.1608. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the applicable Person is or may be subject, by suit upon judgment. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suitThe Stand-by Exporter irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Stand-by Exporter relating in any way to this Agreement, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, the laws Stand-by Exporter shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the entry of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as judgment in any such action or proceeding commenced by the case may be, such other jurisdictionStand-by Exporter.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsagrees that any suit, action or proceeding with respect to this Agreement, any Note or any judgment entered by any court in respect thereof may be brought in the United States District Court for itself and for its Propertythe Southern District of New York, to in the jurisdiction of the courts Supreme Court of the State of New York sitting in New York County and of (including its Appellate Division), or in any other appellate court in the United States District Court of the Southern District State of New York (in each case sitting in York, as the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any party commencing such suit, action or proceeding may be heard elect in its sole discretion; and determined in each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such New York state court for the purpose of any such suit, action, proceeding or in judgment. Each party hereto further submits, for the purpose of any such federal courtsuit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of the jurisdiction of its domicile. Credit Agreement ---------------- (b) Each of the parties hereto Foreign Borrowers and Fabrene Holdings hereby agrees that a final action service of all writs, process and summonses in any such suit, action or proceeding shall be conclusive and brought hereunder may be enforced in other jurisdictions by suit on made upon Prentice Hall Legal and Financial Services, Inc., presently located at 00 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement or any other Loan Document shall affect "Process Agent"), and each of the right Foreign Borrowers and Fabrene Holdings hereby confirms and agrees that the Administrative Process Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party hereby has been duly and irrevocably appoints Seven Seas Water Corporation (the “Process Agent”), with an office on the Closing Date at 00000 Xxxxxxx Xxxxxx, Tampa, FL 33626 appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf such service of copies of the summons any and complaint all such writs, process and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to it such Borrower shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement or of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants Foreign Borrowers and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party Fabrene Holdings hereby (i) further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the manner provided for notices in ‎Section 12.02 and mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. (iic) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Person Lender to serve any such writs, process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, applicable law or to obtain jurisdiction over any other Person the Borrowers in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto Obligor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents Notes brought in any court referred to the Supreme Court of the State of New York, County of New York, in Section 12.12(a) the United States District Court for the Southern District of New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating with respect to this Agreement or any of the other Loan Document against Documents or any Loan Party judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or its Properties the Supreme Court of the State of New York, County of New York, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and irrevocably submits to the jurisdiction of each such court for the purpose of any jurisdictionsuch suit, action, proceeding or judgment. (b) Each Loan Party Obligor hereby irrevocably appoints Seven Seas Water CT Corporation System (the “"Process Agent”"), with an office on the Closing Date date hereof at 00000 Xxxxxxx Xxxxxx111 8th Avenue, TampaNew York, FL 33626 New York 10011, as its agent and true and lawful attorneyxxx xxxxxx xxxxxxxx-inxx-fact in its namexxxx xx xxx xxxx, place and stead to accept on behalf of such Obligor and its behalf Property and revenues service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and each Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to it such Obligor shall not impair or affect the validity of such service or, to the extent permitted by Applicable Lawapplicable law, the enforcement of any judgment based thereon. Each Loan Party For the avoidance of doubt, the appointment described in this Section 14.11(b) shall maintain such appointment until be governed by, and construed in accordance with, the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) law of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing State of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as suchNew York. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person Loan Party to serve any such process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto Obligor hereby irrevocably and unconditionally waives, waives to the fullest extent permitted by Applicable Law, law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents brought in any court referred the United States District Court for the Southern District of New York or the Supreme Court of the State of New York and hereby further irrevocably waives to in Section 12.12(a) and the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now jurisdiction of which any Obligor is or hereafter permitted under the laws of BVImay be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionby suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, for itself and for its PropertyIN AND FOR THE COUNTY OF NEW YORK, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY IN NEW YORK, to the fullest extent permitted by Applicable LawNEW YORK. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE BRAZILIAN PROCESS AGENT (AS DEFINED BELOW) AS ITS AGENT TO RECEIVE SERVICE OF PROCESS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY IN SÃO PAULO, that all claims in respect of any such suitSP, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionBRAZIL. (b) Each Loan Party Guarantor hereby irrevocably appoints Seven Seas Water CT Corporation System (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxxxx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent and true and lawful attorney-in-fact in with special powers to receive on behalf of such Guarantor and its name, place and stead to accept on its behalf property service of copies of the summons and complaint and any other notice, document or process that which may be served in any such suitaction, action litigation or proceeding brought proceeding. Such service may be made by mailing or delivering a copy of such process to such Guarantor in any court referred care of the Process Agent, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to in Section 12.12(a), accept such service on its behalf. Each Guarantor acknowledges and agrees that the failure irrevocability of the appointment of the Process Agent to give any notice is a condition of any such service this Guarantee and the Loan Documents. As an alternative method of process to it shall not impair or affect the validity of such service orservice, each Guarantor also irrevocably consents to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing service of any and all documentsprocess in any such action, that may be necessary litigation or proceeding by the mailing of copies of such process to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as suchsuch Guarantor at its address or transmission number for notices set forth under its signature below. (c) Each Guarantor hereby irrevocably appoints the Borrower, as its agent and attorney-in-fact (in such capacity, the “Brazilian Process Agent”) with special powers to receive on behalf of such Guarantor and its property service of copies of the summons and complaint and any other notice, document or process commence in the City of São Paulo, SP, Brazil, which may be served in such action, litigation or proceeding. Such service may be made by mailing or delivering a copy of such process to such Guarantor in care of the Brazilian Process Agent, and such Guarantor hereby irrevocably authorizes and directs the Brazilian Process Agent to accept such service on its behalf. Each Guarantor acknowledges and agrees that the irrevocability of the appointment of the Brazilian Process Agent is a condition of this Guarantee and the Loan Party hereby (i) Documents. As an alternative method of service, each Guarantor also irrevocably consents to the service of any and all process in any suitsuch action, action litigation or proceeding in by the manner provided mailing of copies of such process to such Guarantor at its address or transmission number for notices in ‎Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawset forth under its signature below. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred to in Section 12.12(a) and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating with respect to this Agreement or the Notes or any other Loan Document against judgment entered by any Loan Party court in respect thereof may be brought in the United States District Court for the Southern District of New York or its Properties the Supreme Court of the State of New York, County of New York, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and irrevocably submits to the jurisdiction of each such court for the purpose of any jurisdictionsuch suit, action, proceeding or judgment. (b) Each Loan Party The Borrower hereby irrevocably appoints Seven Seas Water CT Corporation System (together with any successor in such capacity, the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxxxx Xxxxxx, TampaXxx Xxxx, FL 33626 Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its behalf Property and revenues service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and the Borrower and agrees that the failure of the Process Agent to give any notice of any such service of process to it the Borrower shall not impair or affect the validity of such service or, to the extent permitted by Applicable applicable Requirements of Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Person Lender to serve any such process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable applicable Requirements of Law. (d) Each party hereto The Borrower hereby irrevocably and unconditionally waives, waives to the fullest extent permitted by Applicable Law, any applicable Requirements of Law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document brought in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York and hereby further irrevocably waives to the fullest extent permitted by any court referred to in Section 12.12(a) and applicable Requirements of Law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now jurisdiction of which the Borrower is or hereafter permitted under the laws of BVImay be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionby suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating with respect to this Agreement or the Notes or any other Loan Document against judgment entered by any Loan Party court in respect thereof may be brought in the United States District Court for the Southern District of New York or its Properties the Supreme Court of the State of New York, County of New York, and in the courts of its own corporate domicile, in respect of actions brought -44- against it as a defendant, and irrevocably submits to the jurisdiction of each such court for the purpose of any jurisdictionsuch suit, action, proceeding or judgment. (b) Each Loan Party The Borrower hereby irrevocably appoints Seven Seas Water CT Corporation System (together with any successor in such capacity, the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxxxx Xxxxxx, TampaXxx Xxxx, FL 33626 Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its behalf Property and revenues service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and the Borrower and agrees that the failure of the Process Agent to give any notice of any such service of process to it the Borrower shall not impair or affect the validity of such service or, to the extent permitted by Applicable applicable Requirements of Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Person Lender to serve any such process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable applicable Requirements of Law. (d) Each party hereto The Borrower hereby irrevocably and unconditionally waives, waives to the fullest extent permitted by Applicable Law, any applicable Requirements of Law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document brought in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York and hereby further irrevocably waives to the fullest extent permitted by any court referred to in Section 12.12(a) and applicable Requirements of Law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now jurisdiction of which the Borrower is or hereafter permitted under the laws of BVImay be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.by suit upon judgment. 11.12

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Propertyto the extent permitted by applicable law, to any suit, action or proceeding with respect to this Agreement or any other Loan Document or any judgment entered by any court in respect thereof to the jurisdiction of the courts of the State of New York sitting in New York County and of (i) the United States District Court of for the Southern District of New York (in each case sitting in or the Borough Supreme Court of Manhattan)the State of New York, County of New York, and any appellate court from any thereof, and (ii) to the courts of its own corporate domicile, at the election of the plaintiff, in any suit, action or proceeding arising out respect of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentactions brought against it as a defendant, and each of the parties hereto irrevocably and unconditionally agrees, submits to the fullest extent permitted by Applicable Law, that all claims in respect non-exclusive jurisdiction of each such court for the purpose of any such suit, action action, proceeding or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionjudgment. (b) Each Loan Party Foreign Obligor hereby irrevocably appoints Seven Seas Water C T Corporation System, in New York, New York (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxxxx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, XX 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of such Obligor and its behalf Collateral service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and each Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to it such Obligor shall not not, to the extent permitted by applicable law, impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment until be irrevocable as long as the satisfaction in full of all ObligationsObligations are outstanding, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shallForeign Obligor will, by an instrument a writing reasonably satisfactory to the Required LendersAgent, appoint another Person in the United States Borough of America Manhattan, New York as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required LendersAgent. Each Loan Party Foreign Obligor hereby further irrevocably consents to the service of process in any suit, action or proceeding in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, County of New York by the mailing thereof by Agent or any Lender by registered or certified mail, postage prepaid, to such Obligor at its address set forth beneath its signature hereto. Each Foreign Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the a Process Agent pursuant to this paragraph Section in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of Agent or any Person Lender to serve any such process or summons in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto Obligor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawapplicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or in any appellate court referred from any thereof, and hereby further irrevocably waives, to in Section 12.12(a) and the extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court to the jurisdiction of BVIwhich any Obligor is or may be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of by suit upon judgment or in connection with this Agreement, any other Loan Document manner permitted by applicable law. Nothing in this Agreement shall affect any right that Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its Collateral in the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take courts of any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party of the parties hereto hereby irrevocably and unconditionally submits, for itself and for its Propertyproperty, to the exclusive jurisdiction of the courts Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan)York, and any relevant appellate court from any thereofcourt, in any suit, action or proceeding arising out of or relating to this Agreement or any and the other Loan Document or Documents (except for the transactions relating hereto and thereto Pledge Agreements), or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect judgment of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, action or proceeding shall be conclusive proceeding, and hereby expressly and irrevocably waives its rights to any other jurisdiction to which it may be enforced in other jurisdictions entitled to by suit on the judgment reason of its present or in future domiciles or for any other manner provided by Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionreason. (b) Each Loan Party Obligor hereby irrevocably appoints Seven Seas Water CT Corporation System (the “"Process Agent”"), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 0xx Xxxxxx, TampaXxx Xxxx, FL 33626 Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of such Obligor and its behalf Property and revenues service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and each Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to it such Obligor shall not impair or affect the validity of such service or, to the extent permitted by Applicable Lawapplicable law, the enforcement of any judgment based thereon. Each Such designation and appointment shall be irrevocable until all principal and interest and all other amounts payable under this Agreement and the other Loan Party Documents shall maintain such appointment until the satisfaction have been paid in full of all Obligations, except that if for any reason in accordance with the provisions hereof and thereof. If such Process Agent appointed hereby ceases shall cease so to be able act, each Obligor covenants and agrees to act as such, then each Loan Party shall, by an instrument reasonably designate irrevocably and appoint without delay another such Process Agent satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Administrative Agent subject and to deliver promptly to the approval (not to Administrative Agent evidence in writing of such other Process Agent's appointment and acceptance. For the avoidance of doubt, the appointment described in this Section 14.11(b) shall be unreasonably withheld conditioned or delayed) governed by, and construed in accordance with, the law of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing State of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as suchNew York. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person Loan Party to serve any such process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto Obligor hereby irrevocably and unconditionally waives, waives to the fullest extent permitted by Applicable Law, law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents (except for the Pledge Agreements) brought in any court referred the United States District Court for the Southern District of New York or the Supreme Court of the State of New York and hereby further irrevocably waives to in Section 12.12(a) and the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now jurisdiction of which any Obligor is or hereafter permitted under the laws of BVImay be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionby suit upon judgment.

Jurisdiction Service of Process and Venue. (a) THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO ALSO AGREE THAT THE COLLATERAL AGENT MAY AT ITS SOLE OPTION SUBMIT ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT TO ANY OTHER COURT HAVING JURISDICTION OVER THE GRANTORS OR ANY PROPERTY THEREOF (AND ALL COURTS OF APPEAL THEREFROM). (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party hereby irrevocably appoints Seven Seas Water Corporation (the “Process Agent”), with an office on the Closing Date at 00000 Xxxxxxx Xxxxxx, Tampa, FL 33626 as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a), and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(athe State of Florida (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . A final judgment (ein respect of which time for all appeals has elapsed) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any such suit, action or proceeding brought shall be conclusive and may be enforced by suit upon judgment in a any court of BVIin any jurisdiction to which any Grantor is or may be subject. (b) Each Grantor irrevocably waives, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by applicable law, any claim that any action or hereafter permitted under proceeding commenced against it relating in any way to this Agreement and/or any other Transaction Document should be dismissed or stayed by reason, or pending the laws resolution, of BVIany action or proceeding commenced by one or more Grantors relating in any way to this Agreement and/or any other Transaction Document, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionwhether or not commenced earlier.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Propertyto the extent permitted by applicable law, to any suit, action or proceeding with respect to this Agreement or any other Loan Document or any judgment entered by any court in respect thereof to the jurisdiction of the courts of the State of New York sitting in New York County and of (i) the United States District Court of for the Southern District of New York (in each case sitting in or the Borough Supreme Court of Manhattan)the State of New York, County of New York, and any appellate court from any thereof, and (ii) to the courts of its own corporate domicile, at the election of the plaintiff, in any suit, action or proceeding arising out respect of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentactions brought against it as a defendant, and each of the parties hereto irrevocably and unconditionally agrees, submits to the fullest extent permitted by Applicable Law, that all claims in respect non-exclusive jurisdiction of each such court for the purpose of any such suit, action action, proceeding or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionjudgment. (b) Each Loan Party Foreign Obligor hereby irrevocably appoints Seven Seas Water C T Corporation System, in New York, New York (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 100 Xxxxxx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, XX 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of such Obligor and its behalf Collateral service of copies of the summons and complaint and any other process that which may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and each Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to it such Obligor shall not not, to the extent permitted by applicable law, impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment until be irrevocable as long as the satisfaction in full of all ObligationsObligations are outstanding, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shallForeign Obligor will, by an instrument a writing reasonably satisfactory to the Required LendersAgent, appoint another Person in the United States Borough of America Manhattan, New York as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required LendersAgent. Each Loan Party Foreign Obligor hereby further irrevocably consents to the service of process in any suit, action or proceeding in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, County of New York by the mailing thereof by Agent or any Lender by registered or certified mail, postage prepaid, to such Obligor at its address set forth beneath its signature hereto. Each Foreign Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the a Process Agent pursuant to this paragraph Section in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of Agent or any Person Lender to serve any such process or summons in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto Obligor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawapplicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or in any appellate court referred from any thereof, and hereby further irrevocably waives, to in Section 12.12(a) and the extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum and any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding brought shall be conclusive and may be enforced in a any court to the jurisdiction of BVIwhich any Obligor is or may be subject, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of by suit upon judgment or in connection with this Agreement, any other Loan Document manner permitted by applicable law. Nothing in this Agreement shall affect any right that Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its Collateral in the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take courts of any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the State of New York. Each party hereto hereby irrevocably and unconditionally submitsagrees that any suit, action or proceeding with respect to this Agreement, the Notes the other Loan Documents or any judgment entered by any court in respect thereof may be brought in the United States District Court for itself and for its Propertythe Southern District of New York, to in the jurisdiction of the courts Supreme Court of the State of New York sitting in New York County and of (including its Appellate Division), or in any other appellate court in the United States District Court of the Southern District State of New York (in each case sitting in York, as the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any party commencing such suit, action or proceeding may be heard elect in its sole discretion; and determined in each party hereto hereby irrevocably submits to the jurisdiction of such New York state court courts for the purpose of any such suit, action, proceeding or in judgment. Each party hereto further submits, for the purpose of any such federal court. suit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of the jurisdiction of its domicile. (b) Each of the parties hereto Borrower and the Subsidiary Guarantors hereby agrees that a final action service of all writs, process and summonses in any such suit, action or proceeding shall be conclusive and brought in the State of New York may be enforced in other jurisdictions by suit on made upon Corporation Service Company, presently located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000, X.X.X. (the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement or any other Loan Document shall affect "New York Process Agent"), and each of the right Borrower and the Subsidiary ---------------------- Guarantor hereby confirms and agrees that the Administrative New York Process Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party hereby has been duly and irrevocably appoints Seven Seas Water Corporation (the “Process Agent”), with an office on the Closing Date at 00000 Xxxxxxx Xxxxxx, Tampa, FL 33626 appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf such service of copies of the summons any and complaint all such writs, process and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)summonses, and agrees that the failure of the New York Process Agent to give any notice of any such service of process to it the Borrower and the Subsidiary Guarantor, as the case may be, shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement or of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants Borrower and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party Subsidiary Guarantor hereby (i) further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the manner provided for notices mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address specified in ‎Section 12.02 and Section set forth beneath its signature hereto. (iic) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person the Administrative Agent or the Lenders to serve any such writs, process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, applicable law or to obtain jurisdiction over any other Person the Borrower or the Subsidiary Guarantor in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto of the Obligors hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Document brought in any court referred to the Supreme Court of the State of New York, County of New York or in Section 12.12(a) the United States District Court for the Southern District of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, for itself and for its PropertyIN AND FOR THE COUNTY OF NEW YORK, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND EACH OF BORROWER, to the fullest extent permitted by Applicable LawTHE IMPORTER AND THE GUARANTOR IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS WITH RESPECT HERETO IN NEW YORK, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionNEW YORK. (b) Each Loan Party of the Borrower, the Importer and the Guarantor hereby irrevocably appoints Seven Seas Water Corporation National Corporate Research, Ltd. (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxx 00xx Xxxxxx, TampaXxxxx 000, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Secured Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Borrower, the Importer or the Guarantor (as applicable) shall, by an instrument reasonably satisfactory to the Required LendersCollateral Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersCollateral Agent. Each Loan Party of the Borrower, the Importer and the Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. 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. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person Secured Party to serve any such process or summons in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person the Borrower, the Importer or the Guarantor in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to which Borrower, the Importer or the Guarantor is or may be subject. (e) To Each of the extent that any Loan Party may be entitled to Borrower, the benefit of any provision of law requiring Importer and the Administrative Agent or any Lender in any suitGuarantor irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement and/or any Account Control Agreement should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Borrower, the Importer or the Guarantor relating in any way to this Agreement and/or any Account Control Agreement, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, each of the laws Borrower, the Importer and the Guarantor shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the entry of BVIjudgment in any such action or proceeding commenced by the Borrower, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionImporter or the Guarantor.

Jurisdiction Service of Process and Venue. (a) Each Any legal action or proceeding by or against any party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, or with respect to the jurisdiction or arising out of this Agreement may be brought in or removed to the courts of the State of New York sitting York, in and for the County of New York County and of York, or for the United States District Court of America for the Southern District of New York (in each case sitting in the Borough of Manhattan). By execution and delivery of this Agreement, each party accepts, for itself and any appellate court from any thereofin respect of its property, in any suitgenerally and unconditionally, action or proceeding the jurisdiction of the aforesaid courts (and courts of appeal therefrom) for legal proceedings arising out of or relating to in connection with this Agreement or any other Loan Document or Agreement, which jurisdiction shall be exclusive in the transactions relating hereto and thereto or for recognition or enforcement case of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, legal action or proceeding may be heard and determined in such New York state court by the Borrower or in such federal courtthe Shareholder Lender. Each of the parties hereto agrees that a final action in any such suit, action or proceeding shall be conclusive Borrower and may be enforced in other jurisdictions by suit on the judgment or in Shareholder Lender irrevocably consents to the appointment of the Process Agent as its agent to receive service of process (this Agreement and any other manner provided by Applicable Lawrelated agreements to which it is a party) in New York, New York. Nothing in this Agreement or any other Loan Document shall affect Each of the right that Borrower and the Administrative Agent or any Shareholder Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party hereby irrevocably appoints Seven Seas Water Corporation National Corporate Research Ltd. (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Obligationsamounts payable under this Agreement, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party shallthe Borrower and the Shareholder Lender shall each, by an instrument reasonably satisfactory to the Required LendersAdministrative Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersAdministrative Agent. Each Loan Party of the Borrower and the Shareholder Lender covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing . Nothing herein shall in any way be deemed to limit the ability of any Person the Shareholder Lender to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, including but not limited to Brazil, and in such manner, as may be permitted by Applicable Law. (d) . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . A final judgment (ein respect of which time for all appeals has elapsed) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any such suit, action or proceeding brought shall be conclusive and may be enforced by suit upon judgment in a any court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI in any jurisdiction to which the applicable Person is or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionbe subject.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsEXCEPT FOR LEGAL ACTIONS OR PROCEEDINGS IN RELATION TO THE BRAZIL MORTGAGE, for itself and for its PropertyWHICH SHALL BE SUBMITTED BY ANY PARTY HERETO TO A COMPETENT COURT IN BRAZIL, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, to the fullest extent permitted by Applicable LawWHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING BY THE BORROWER (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST THE BORROWER IN ANY OTHER JURISDICTION). THE BORROWER IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT (AS DEFINED BELOW) AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO ALL OF THE LOAN DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY) IN NEW YORK, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionNEW YORK. (b) Each Loan Party The Borrower hereby irrevocably appoints Seven Seas Water CT Corporation (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxxxx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Obligationsamounts payable under this Agreement and the other Loan Documents, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Borrower shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required Lenders. Each Loan Party The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person Lender to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, including but not limited to Brazil, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to which the applicable Person is or may be subject. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suitThe Borrower irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement and/or any of the other Loan Document(s) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Borrower relating in any way to this Agreement and/or the other Loan Documents, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, the laws Borrower shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the entry of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as judgment in any such action or proceeding commenced by the case may be, such other jurisdictionBorrower.

Jurisdiction Service of Process and Venue. (a) Each Any legal action or proceeding by or against any party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, or with respect to the jurisdiction or arising out of this Agreement or any other Loan Document (unless expressly provided differently in such other Loan Document) may be brought in or removed to the courts of the State of New York sitting York, in and for the County of New York County and York, or of the United States District Court of America for the Southern District of New York (in each case sitting in the Borough of Manhattan), and ; provided that any appellate court from suit seeking enforcement against any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding Obligor’s property may be heard and determined in such New York state court or in such federal court. Each of brought, at the parties hereto agrees that a final action in any such suitMajority Lenders’ option, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionjurisdiction where such property may be found. By execution and delivery of this Agreement, each Obligor accepts for itself and in respect of its Property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts (and courts of appeal therefrom) for legal proceedings arising out of or in connection with this Agreement and the other Loan Documents. Each of the Obligors irrevocably consents to the appointment of the Process Agent as its agent to receive service of process (with respect to all of the Loan Documents and all other related agreements to which it is a party) in New York, New York. (b) Each Loan Party Obligor hereby irrevocably appoints Seven Seas Water Corporation JBS USA Food Company (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 0000 Xxxxxxxxxx Xxxxxx, TampaXxxxxxx, FL 33626 Xxxxxxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereonthereon (for purposes of Brazilian law, in accordance with Article 653 of the Brazilian Civil Code). Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Obligationsamounts payable under this Agreement and the other Loan Documents, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Obligor (as applicable) shall, by an instrument reasonably satisfactory to the Required LendersAdministrative Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersAdministrative Agent. Each Loan Party Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph clause in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person Lender Party to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, including but not limited to Brazil, The Netherlands or Luxembourg, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to which the applicable Person is or may be subject. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suitEach Obligor irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter permitted under proceeding commenced against it relating in any way to this Agreement and/or any of the laws other Loan Document(s) should be dismissed or stayed by reason, or pending the resolution, of BVIany action or proceeding commenced by such Obligor relating in any way to this Agreement and/or the other Loan Documents, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictionwhether or not commenced earlier.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsagrees that any suit, for itself and for its Propertyaction or proceeding with respect to this Agreement, to any Note, the jurisdiction of other Basic Documents or any judgment entered by any court in respect thereof may be brought in the courts Supreme Court of the State of New York sitting York, County of New York, in New York County and of the United States District Court of for the Southern District of New York (in each case sitting or in the Borough courts of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out the corporate domicile of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto with respect to actions brought against such party as a defendant; and each party hereto hereby irrevocably and unconditionally agrees, submits to the fullest extent permitted by Applicable Law, that all claims in respect jurisdiction of such courts for the purpose of any such suit, action action, proceeding or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionjudgment. (b) Each Loan Party Obligor hereby irrevocably appoints Seven Seas Water Corporation (the “Process Agent”), with an office on the Closing Date at 00000 Xxxxxxx Xxxxxx, Tampa, FL 33626 as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf agrees that service of copies of the summons all writs, process and complaint and any other process that may be served summonses in any such suit, action or proceeding brought in the State of New York may be made upon CT Corporation, presently located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (the "Process Agent"), and each Obligor hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent in its name, place and stead to accept such service of any court referred to in Section 12.12(a)and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to it each Obligor shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement or of any judgment based thereon. Each Loan Party shall maintain such appointment until the satisfaction in full of all Obligations, except that if for any reason the Process Agent appointed Obligor hereby ceases to be able to act as such, then each Loan Party shall, by an instrument reasonably satisfactory to the Required Lenders, appoint another Person in the United States of America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the manner provided for notices mailing thereof by the Bank by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto or such other address as may from time to time be designated by each Obligor in ‎Section 12.02 and accordance with the provisions of Section 12.02. (iic) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of the Agent or any Person Bank to serve any such writs, process or summons summonses in any other manner permitted by Applicable Law, to xxx in any other jurisdiction, Credit Agreement applicable law or to obtain jurisdiction over any other Person Iusacell in such other jurisdictions, and in such manner, as may be permitted by Applicable Lawapplicable law. (d) Each party hereto Obligor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the any other Loan Documents Basic Document brought in any court referred to the Supreme Court of the State of New York, County of New York, or in Section 12.12(a) the United States District Court for the Southern District of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that forum or any Loan Party right to which it may be entitled to the benefit on account of any provision place of law requiring the Administrative Agent residence or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdictiondomicile.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, for itself and for its PropertyIN AND FOR THE COUNTY OF NEW YORK, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE BORROWER IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO ALL OF THE LOAN DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY) IN NEW YORK, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionNEW YORK. (b) Each The Borrower and each other Loan Party hereby irrevocably appoints Seven Seas Water CT Corporation (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxxxx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Obligationsamounts payable under this Agreement and the other Loan Documents, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Borrower shall, by an instrument reasonably satisfactory to the Required LendersAdministrative Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersAdministrative Agent. Each Loan Party The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing Nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to which the applicable Person is or may be subject. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suitThe Borrower irrevocably waives, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement and/or any of the other Loan Document(s) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Borrower relating in any way to this Agreement and/or the other Loan Documents, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, the laws Borrower shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the entry of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as judgment in any such action or proceeding commenced by the case may be, such other jurisdictionBorrower.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submitsANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, for itself and for its PropertyIN AND FOR THE COUNTY OF NEW YORK, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (in each case sitting in the Borough of ManhattanIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and any appellate court from any thereofEACH PARTY ACCEPTS, in any suitFOR ITSELF AND IN RESPECT OF ITS PROPERTY, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgmentGENERALLY AND UNCONDITIONALLY, and each of the parties hereto irrevocably and unconditionally agreesTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdictionWHICH JURISDICTION SHALL BE EXCLUSIVE IN THE CASE OF ANY LEGAL ACTION OR PROCEEDING BY THE BORROWER OR ARACRUZ CELULOSE WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT (OTHER THAN COUNTERCLAIMS WITH RESPECT TO ANY LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST ATI OR ARACRUZ CELULOSE IN ANY OTHER JURISDICTION). (b) Each Loan Party of the Borrower and Aracruz Celulose hereby irrevocably appoints Seven Seas Water Corporation National Corporate Research Ltd. (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, Tampa00xx Xxxxx, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Secured Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Borrower or Aracruz Celulose (as applicable) shall, by an instrument reasonably satisfactory to the Required LendersU.S. Collateral Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required Lenders. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of any Person to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, or to obtain jurisdiction over any other Person in such other jurisdictions, and in such manner, as may be permitted by Applicable Law. (d) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred to in Section 12.12(a) and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (e) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, such other jurisdiction.U.S.

Jurisdiction Service of Process and Venue. ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (aIN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) Each party hereto hereby irrevocably and unconditionally submitsFOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH OF THE OBLIGORS IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO ALL OF THE LOAN DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY) IN NEW YORK, for itself and for its Property, to the jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto and thereto or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state court or in such federal courtNEW YORK. Each of the parties hereto agrees that a final action in any such suit, 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 Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that the Administrative Agent or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any jurisdiction. (b) Each Loan Party Obligor hereby irrevocably appoints Seven Seas Water Corporation National Corporate Research, Ltd. (the “Process Agent”), with an office on the Closing Date date hereof at 00000 Xxxxxxx 000 Xxxx 00xx Xxxxxx, TampaXxxxx 000, FL 33626 Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process that may be served in any such suit, action or proceeding brought in any court referred to in Section 12.12(a)the State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by Applicable Law, the enforcement of any judgment based thereon. Each Loan Party Such appointment shall maintain such appointment be irrevocable until the satisfaction in full final payment of all Obligationsamounts payable under this Agreement and the other Loan Documents, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then each Loan Party the Obligor (as applicable) shall, by an instrument reasonably satisfactory to the Required LendersAdministrative Agent, appoint another Person in the United States Borough of America Manhattan as such Process Agent subject to the approval (which approval shall not to be unreasonably withheld conditioned or delayedwithheld) of the Required LendersAdministrative Agent. Each Loan Party Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent pursuant to this paragraph in full force and effect and to cause the Process Agent to act as such. (c) Each Loan Party hereby (i) consents . The foregoing provisions constitute, among other things, a special arrangement for service among the parties to this Agreement for the service purposes of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing 28 U.S.C. §1608. Nothing herein shall in any way be deemed to limit the ability of any Person Lender Party to serve any process or summons in any manner permitted by Applicable Law, to xxx in any other jurisdiction, Law or to obtain jurisdiction over any other Person in such other jurisdictions, including but not limited to Brazil, and in such manner, as may be permitted by Applicable Law. (d) . Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in any court referred or removed to in Section 12.12(aNew York City (and courts of appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . A final judgment (ein respect of which time for all appeals has elapsed) To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any such suit, action or proceeding brought shall be conclusive and may be enforced by suit upon judgment in a any court of BVIin any jurisdiction to which the applicable Person is or may be subject. Each Obligor irrevocably waives, Curaçao, Peru, Sint Maarten, T&T and USVI or other jurisdiction arising out of or in connection with this Agreement, any other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the fullest extent now permitted by Applicable Law, any claim that any action or hereafter proceeding commenced against it relating in any way to this Agreement and/or any of the other Loan Document(s) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by such Obligor relating in any way to this Agreement and/or the other Loan Documents, whether or not commenced earlier. To the fullest extent permitted under by Applicable Law, each Obligor shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the laws entry of BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the case may be, judgment in any such other jurisdictionaction or proceeding commenced by such Obligor.