Common use of Appointment of Agent for Service of Process Clause in Contracts

Appointment of Agent for Service of Process. (a) The Navios Entities hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities (in such capacity, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnership, at its address specified in or designated pursuant to this Agreement. The Navios Entities agree that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Co-Issuers and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of either Co-Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Co-Issuers’ Process Agent”) at any business location that either of the Co-Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200▇▇▇▇ ▇▇▇▇▇, South Norwalk▇▇▇ ▇▇▇▇, Connecticut 06854▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (b) If at any time neither the Co-Issuers nor any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b)York, then the Navios Entities Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the RepresentativesRepresentative), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Co-Issuers’ Process Agent or and the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Co-Issuers and each of the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 5.15 reasonably satisfactory to the RepresentativesRepresentative. (dc) The Navios Entities Each of the Co-Issuers and each of the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through and (cb) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCo-Issuers, at its the address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Co-Issuers and each of the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ed) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Co-Issuers or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fe) The Navios Entities Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (gf) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities hereby irrevocably consent By the execution and agree to the service delivery of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities this Indenture or any other matter arising out of amendment or in connection with this Agreementsupplement hereto, by serving a copy thereof upon any employee of any each Guarantor organized outside of the Navios Entities United States of America (in such capacityi) acknowledges that it hereby designates and appoints Corporation Service Company, the “Navios Process Agent”) located at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices 1180 Avenue of the Partnership located at ▇▇ ▇▇▇Americas, ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives)▇-▇▇▇▇, as their designee, appointee and its authorized agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that (the “Authorized Agent”) upon which process may be served in any actionsuit, suit action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought against them under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any Underwriter or its Affiliates such court in any such United States suit, action or state court proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor in any such suit, action or proceeding, each such Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the County Borough of Manhattan, The City of New York with respect in the State of New York, (ii) are either (x) counsel for any such Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to their obligations, liabilities or any other matter arising out act as agent for service of or in connection with this Agreement and that may be made on such designee, appointee and agent process in accordance with legal procedures prescribed this Section 12.17. Such notice shall identify the name of such agent for process and the address of such courts (agent for process in the “Third Party Process Agent”; Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) United States of America appointed and pay all fees and expenses required by the Third Party Process Agent acting in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of accordance with this Section 17 satisfactory to the Representatives12.17. (db) The Navios Entities further hereby Each Guarantor organized outside of the United States of America irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents process agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipeach such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each such Guarantor agrees that the failure of any Process Agentprocess agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Navios Entities Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 12.17 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Each Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that either Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 1011778 B.C. Unlimited Liability Company, c/o Restaurant Brands International Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, Suite 200▇▇▇▇▇▇▇, South Norwalk▇▇▇▇▇▇▇, Connecticut 06854▇▇▇▇▇▇ ▇▇▇ ▇▇▇. (b) If at any time either Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”)courts. (c) If at The Issuer and any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation SystemService Company, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇1180 Avenue of the Americas, ▇▇▇ ▇▇▇▇Suite 201, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York, New York (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representativesstanding), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each non-U.S. Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.20 satisfactory to the RepresentativesHolders. (d) The Navios Entities Each Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses paragraphs (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipsuch Issuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in paragraphs (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Each Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.20 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. The Company and the Guarantor (a) The Navios Entities hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities (in such capacitytogether, the “Navios Process AgentNCL Parties”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, hereby irrevocably designate, appoint and empower the New York Presence Obligor Corporate Creations International, Inc. as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any behalf, and all legal processtheir properties, summonsassets and revenues, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York Court with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Guarantee and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewithCourts. If for any reason such Third Party Process Agent designee, appointee and agent hereunder shall cease to be available to act as such, the Navios Entities NCL Parties agree to designate a new Third Party Process Agent designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 17 17.‎15 satisfactory to the Representatives. (d) Trustee. The Navios Entities NCL Parties further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified agent for service of process referred to in clauses this Section 17.‎15 (a) through (c) above, whether or (iinot the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipNCL Parties, at its the address specified in or designated pursuant to this AgreementIndenture. The Navios Entities NCL Parties agree that the failure of any Process Agentsuch designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) . Nothing herein shall in any way be deemed to limit the ability of any Underwriter the Trustee to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities NCL Parties or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities hereby irrevocably consent By the execution and agree to the service delivery of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities this Indenture or any other matter arising out of amendment or in connection with this Agreementsupplement hereto, by serving a copy thereof upon any employee of any each Guarantor organized outside of the Navios Entities United States of America (in such capacityi) acknowledges that it hereby designates and appoints Corporation Service Company, the “Navios Process Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives)▇-▇▇▇▇, as their designee, appointee and its authorized agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that (the “Authorized Agent”) upon which process may be served in any actionsuit, suit action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought against them under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any Underwriter or its Affiliates such court in any such United States suit, action or state court proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor in any such suit, action or proceeding, each such Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the County Borough of Manhattan, The City of New York with respect in the State of New York, (ii) are either (x) counsel for any such Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to their obligations, liabilities or any other matter arising out act as agent for service of or in connection with this Agreement and that may be made on such designee, appointee and agent process in accordance with legal procedures prescribed this Section 13.17. Such notice shall identify the name of such agent for process and the address of such courts (agent for process in the “Third Party Process Agent”; Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) United States of America appointed and pay all fees and expenses required by the Third Party Process Agent acting in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of accordance with this Section 17 satisfactory to the Representatives13.17. (db) The Navios Entities further hereby Each Guarantor organized outside of the United States of America irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents process agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipeach such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each such Guarantor agrees that the failure of any Process Agentprocess agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Navios Entities Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 13.17 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Each Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of either Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that either Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at 1011778 B.C. Unlimited Liability Company, c/o Restaurant Brands International Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, Suite 200▇▇▇▇▇▇▇, South Norwalk▇▇▇▇▇▇▇, Connecticut 06854▇▇▇▇▇▇ ▇▇▇ ▇▇▇. (b) If at any time either Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities either Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”)courts. (c) If at The Issuer and any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities non-U.S. Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation SystemService Company, with offices currently at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representativesstanding), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms Issuer and for the purposes of this Section 17 satisfactory to the Representatives.each (d) The Navios Entities Each Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses paragraphs (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipsuch Issuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in paragraphs (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over either Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Each Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. . (g) The provisions of this Section 17 13.20 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Issuers and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of the Issuers or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that the Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854▇▇▇▇▇ ▇▇▇▇▇. (b) If at any time the Issuers or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities Issuers or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”). (c) If at any time either (i) none of the Navios Entities Issuers or any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail Issuers or any Guarantor fails to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Issuers or any Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuers and each Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.21 satisfactory to the RepresentativesTrustee and the Holders. (d) The Navios Entities Issuers and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipIssuers or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Issuers and each Guarantor agrees that the failure of any Process AgentAgent specified in clauses (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuers or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Issuers and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities hereby irrevocably consent By the execution and agree to the service delivery of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities this Indenture or any other matter arising out of amendment or in connection with this Agreementsupplement hereto, by serving a copy thereof upon any employee of any each Guarantor organized outside of the Navios Entities United States of America (in such capacityi) acknowledges that it hereby designates and appoints Corporation Service Company, the “Navios Process Agent”) located at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices 1180 Avenue of the Partnership located at ▇▇ ▇▇▇Americas, ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives)▇-▇▇▇▇, as their designee, appointee and its authorized agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that (the “Authorized Agent”) upon which process may be served in any actionsuit, suit action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought against them under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any Underwriter or its Affiliates such court in any such United States suit, action or state court proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor in any such suit, action or proceeding, each such Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the County Borough of Manhattan, The City of New York with respect in the State of New York, (ii) are either (x) counsel for any such Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to their obligations, liabilities or any other matter arising out act as agent for service of or in connection with this Agreement and that may be made on such designee, appointee and agent process in accordance with legal procedures prescribed this ‎Section 12.17. Such notice shall identify the name of such agent for process and the address of such courts (agent for process in the “Third Party Process Agent”; Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) United States of America appointed and pay all fees and expenses required by the Third Party Process Agent acting in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of accordance with this Section 17 satisfactory to the Representatives12.17. (db) The Navios Entities further hereby Each Guarantor organized outside of the United States of America irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents process agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnershipeach such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each such Guarantor agrees that the failure of any Process Agentprocess agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Navios Entities Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 12.17 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at Essar Steel Algoma Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇, South NorwalkOntario, Connecticut 06854.Canada P6A 7B4.¶ (b) If at any time the Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”)Agent”).¶ (c) If at The Issuer or any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.21 satisfactory to the Representatives.Trustee and the Holders.¶ (d) The Navios Entities Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipIssuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in clauses (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.. ¶ (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Company hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter the Underwriters or its their Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities Company (in such capacity, the “Navios Company Process Agent”) at any business location that any Navios Entity or ShipManagement the Company may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at Navios Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200▇▇▇▇ ▇▇▇▇▇, South Norwalk▇▇▇ ▇▇▇▇, Connecticut 06854▇▇ ▇▇▇▇▇. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains Company does not maintain a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b)York, then the Navios Entities Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Underwriters or its their Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Company Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 Agreement satisfactory to the RepresentativesRepresentative. (dc) The Navios Entities Company further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through and (cb) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCompany, at its address specified in or designated pursuant to this Agreement. The Navios Entities agree Company agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ed) Nothing herein shall in any way be deemed to limit the ability of any Underwriter the Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fe) The Navios Entities Company hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (gf) The provisions of this Section 17 15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at Bankrate, Inc., ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint The Issuer and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipIssuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 12.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Issuer and each Guarantor hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them it by any Underwriter the Trustee or its Affiliates the Holders with respect to their its obligations, liabilities or any other matter arising out of or in connection with this AgreementIndenture, the Notes or the Note Guarantees, by serving a copy thereof upon any employee of the Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Process Agent”) at any business location that the Issuer or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership located at [▇. ▇. ▇▇▇▇▇ Company ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854]. (b) If at any time the Issuer or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities Issuer or any Guarantor shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter the Trustee or its Affiliates the Holders in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”). (c) If at any time either (i) none of the Navios Entities Issuer or any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail Issuer or any Guarantor fails to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Issuer or any Guarantor shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter the Trustee or its Affiliates the Holders in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Issuer and each Guarantor agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 13.21 satisfactory to the RepresentativesTrustee and the Holders. (d) The Navios Entities Issuer and each Guarantor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipIssuer or such Guarantor, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Issuer and each Guarantor agrees that the failure of any Process AgentAgent specified in clauses (a) through (c) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or any of the Navios Entities Guarantor or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Issuer and each Guarantor hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Co-Issuers and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of either Co-Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Co-Issuers’ Process Agent”) at any business location that either of the Co-Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200▇▇▇▇ ▇▇▇▇▇, South Norwalk▇▇▇ ▇▇▇▇, Connecticut 06854▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (b) If at any time neither the Co-Issuers nor any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b)York, then the Navios Entities Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the RepresentativesRepresentative), as their designee, appointee and agent to receive, accept and acknowledge ac- knowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Co-Issuers’ Process Agent or and the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Co-Issuers and each of the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 5.15 reasonably satisfactory to the RepresentativesRepresentative. (dc) The Navios Entities Each of the Co-Issuers and each of the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through and (cb) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCo-Issuers, at its the address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Co-Issuers and each of the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ed) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Co-Issuers or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fe) The Navios Entities Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (gf) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Each of the parties hereto, other than the Depositor, hereby irrevocably consent and agree consents to the service of any process by mail. The Depositor hereby irrevocably designates, appoints and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities empowers National Corporate Research (in such capacity, the “Navios Process Agent”) ), with offices on the date hereof at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States10 East 40th Street, including, without limitation, at the offices of the Partnership located at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their its designee, appointee and agent to receive, accept and acknowledge for and on their behalf its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit action or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with relating to this Agreement brought against it in any International Arbitration or the United States District Court for the District of Delaware for the purpose of confirming or enforcing an arbitral award in the State of Delaware and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (arbitral tribunal or courts. The Depositor hereby irrevocably designates, appoints and empowers the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing Agent as may be reasonably acceptable to the Representatives), as their its designee, appointee and agent to receive, accept and acknowledge for and on their behalf its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding brought against it in any International Arbitration, or any action, suit or proceeding brought against them by any Underwriter or its Affiliates it in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter Delaware Court arising out of or in connection with relating to this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process Agent, the New York Process Agent arbitral tribunal or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewithcourts. If for any reason such Third Party Process Agent designee, appointee and agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Depositor agrees to designate a new Third Party Process Agent designee, appointee and agent in the County of New York Newcastle on the terms and for the purposes of this Section 17 56 satisfactory to the Representatives. (d) Owner Trustee, the Beneficial Owner and the Administrator. The Navios Entities Depositor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them it by (i) serving a copy thereof upon the relevant agent for service of process referred to in this Section 55 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service); provided, that such agent for service of process shall be required to deliver by overnight courier prepaid or by hand delivery any such legal process, summons, notices or documents with respect to the Depositor at the offices of the relevant Process Agents specified in clauses Attorney General for the State of Rio de Janeiro (aProcurador Geral do Estado) through Procuradoria Geral do Estado do Rio de Janeiro, Rua do Carmo, n.º 27 – Centro – CEP: 20011-900, Rio de Janeiro – RJ, Brazil, Attention: Procurador do Estado (c“Office of the RJS Attorney General”) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Partnership, Depositor at its the Office of the RJS Attorney General or to the Depositor at the address specified in or designated pursuant to this Agreement; provided, that if such service of any legal process, summons, notices and documents, with respect to the Depositor is issued or delivered in connection with any action or proceeding brought in any court, then such service of legal process, summons, notices and documents to the Office of the RJS Attorney General shall be delivered by any means permissible under Brazilian law. The Navios Entities agree Issuer agrees that the failure of any Process Agentsuch designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) . Nothing herein shall in any way be deemed to limit the ability of any Underwriter the Owner Trustee, the Beneficial Owner and the Administrator to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) Applicable Law. The provisions of this Section 17 56 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Company hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities Company (in such capacity, the “Navios Company Process Agent”) at any business location that any Navios Entity or ShipManagement the Company may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities Company has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities Company shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”). (c) If at any time either (i) none of the Navios Entities maintains Company does not maintain a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities Company fail to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Process AgentCompany, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (d) The Navios Entities Company further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCompany, at its address specified in or designated pursuant to this Agreement. The Navios Entities agree Company agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Company hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities hereby irrevocably consent By the execution and agree to the service delivery of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities this Indenture or any other matter arising out of amendment or in connection with this Agreementsupplement hereto, by serving a copy thereof upon any employee of any each of the Navios Entities Company, each Guarantor, Parent and MidCo (in such capacity, the i) acknowledges that it hereby designates and appoints Contact US Teleservices Inc. (“Navios Process Authorized Agent”) at any business location that any Navios Entity or ShipManagement may maintain from time to time in the United States, including, without limitation, at the offices of the Partnership currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time any of the Navios Entities has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Navios Entities shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”) (c) If at any time either (i) none of the Navios Entities maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail to satisfy their obligations under the foregoing paragraph (b), then the Navios Entities shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and its authorized agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that upon which process may be served in any actionsuit, suit action or proceeding with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or state court in the State of New York, The City of New York, the Borough of Manhattan, or brought against them under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any Underwriter or its Affiliates such court in any such United States suit, action or state court proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be deemed in every respect effective service of process upon each of the Company, each Guarantor, Parent and MidCo, as the case may be, in any such suit, action or proceeding, each of the Company, each Guarantor, Parent and MidCo further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each of the Company, each Guarantor, Parent and MidCo may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee and the Security Agent, designate such additional or alternative agents for service of process under this ‎Section 13.21 that (i) maintains an office located in the County Borough of Manhattan, The City of New York with respect in the State of New York, (ii) are either (x) counsel for any of the Company, any Guarantor, Parent and MidCo or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to their obligations, liabilities or any other matter arising out act as agent for service of or in connection with this Agreement and that may be made on such designee, appointee and agent process in accordance with legal procedures prescribed this ‎Section 13.21. Such notice shall identify the name of such agent for process and the address of such courts (agent for process in the “Third Party Process Agent”; each Borough of Manhattan, The City of New York, State of New York. Upon the Navios Process Agentwritten request of any Holder, the New York Process Agent or Trustee shall deliver such information to such Holder. Notwithstanding the Third Party Process Agentforegoing, a “Process Agent”) and pay there shall, at all fees and expenses required by the Third Party Process Agent in connection therewith. If times, be at least one agent for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Navios Entities agree to designate a new Third Party Process Agent in the County service of New York on the terms and process for the purposes of Company and the Guarantor appointed and acting in accordance with this Section 17 satisfactory to the Representatives‎Section 13.21. (db) The Navios Entities Each of the Company, each Guarantor, Parent and MidCo further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses clause (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each of the PartnershipCompany, each Guarantor, Parent or MidCo, at its address specified in or designated pursuant to this AgreementIndenture. The Navios Entities agree Each of the Company, each Guarantor, Parent and MidCo agrees that the failure of any Process AgentAgent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (ec) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Underwriter Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company, a Guarantor, Parent or MidCo or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (fd) The Navios Entities Each of the Company, each Guarantor, Parent and MidCo hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (ge) The provisions of this Section 17 ‎Section 13.21 shall survive any termination of this AgreementIndenture, in whole or in part, and shall survive delivery and payment for the SecuritiesNotes.

Appointment of Agent for Service of Process. (a) The Navios Entities Company and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Navios Entities Company or any Guarantor (in such capacity, the “Navios "Company Process Agent”") at any business location that the Company or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time the Company or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “"New York Presence Obligor”"), then the Navios Entities Company and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “"New York Process Agent”"). (c) If at any time either (i) none of neither the Navios Entities Company nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but the Navios Entities fail Company or any Guarantor fails to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Company and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “"Third Party Process Agent”"; each of the Navios Company Process Agent, the New York Process Agent or the Third Party Process Agent, a “"Process Agent”") and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Company and the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 15.15 reasonably satisfactory to the Representatives. (d) The Navios Entities Each of the Company and the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCompany, at its address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Company and the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Company or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Each of the Company and the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. (a) The Navios Entities Co-Issuers and each Guarantor hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of either Co-Issuer or any of the Navios Entities Guarantor (in such capacity, the “Navios Co-Issuers’ Process Agent”) at any business location that either of the Co-Issuers or any Navios Entity or ShipManagement Guarantor may maintain from time to time in the United States, States including, without limitation, at the offices of the Partnership Navios Corporation located at ▇2▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 200, South Norwalk, Connecticut 06854. (b) If at any time the Co-Issuers or any of the Navios Entities Guarantor has or maintains a business location in the State of New York (such personPerson, the “New York Presence Obligor”), then the Navios Entities Co-Issuers and the Guarantors shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described prescribed for such courts (the “New York Process Agent”). (c) If at any time either (i) none of neither the Navios Entities Co-Issuers nor any Guarantor maintains a bona fide business location in the State of Connecticut or the State of New York or (ii) a New York Presence Obligor exists but either of the Navios Entities fail Co-Issuers or any Guarantor fails to satisfy their its obligations under the foregoing paragraph (b), then the Navios Entities Co-Issuers and the Guarantors shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at ▇1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other third party corporate service provider of national standing as may be reasonably acceptable to the RepresentativesRepresentative), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Navios Co-Issuers’ Process Agent, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, each of the Navios Entities agree Co-Issuers and each of the Guarantors agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 5.15 reasonably satisfactory to the RepresentativesRepresentative. (d) The Navios Entities Each of the Co-Issuers and each of the Guarantors further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against any them arising out of them or in connection with this Agreement by (i) serving a copy thereof upon any of the relevant Process Agents specified in clauses (a) through (c) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the PartnershipCo-Issuers, at its the address specified in or designated pursuant to this AgreementAgreement (including by reference pursuant to Section 5.4). The Navios Entities agree Each of the Co-Issuers and each of the Guarantors agrees that the failure of any Process Agent, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. (e) Nothing herein shall in any way be deemed to limit the ability of any Underwriter Initial Purchaser (or Holder or other third party beneficiary hereunder) to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Navios Entities Co-Issuers or the Guarantors or bring actions, suits or proceedings against it them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (f) The Navios Entities Each of the Co-Issuers and each of the Guarantors hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of this Section 17 5.15 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.