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

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby agrees that any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and stead to accept on behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the Guarantors courts of the State of New York sitting in New York County and of the General Partner hereby agrees that United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby relating hereto and thereto or for recognition or enforcement of any judgment entered judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by any court Applicable Law, that all claims in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suit, actionaction or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or judgment; provided, in any other manner provided by Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that nothing herein shall prevent the Administrative Agent or any Lender from enforcing may otherwise have to bring any judgment obtained suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any such court by proceedings in any jurisdiction whatsoeverjurisdiction. (b) Each of the Guarantors and the General Partner Loan Party hereby irrevocably appoints CT Seven Seas Water Corporation System in New York, New York (the "“Process Agent"”), with an office on the date hereof Closing Date at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Tampa, FL 33626 as its agent and true and lawful attorney-▇▇in-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇fact in its name, ▇▇▇▇▇ place and stead to accept on its behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which that may be served in any such suit, action or proceeding brought in the State of New Yorkany court referred to in Section 12.12(a), and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner it shall not impair or affect the validity of such service or, to the extent permitted by applicable lawApplicable Law, the enforcement of any judgment based thereon. Such Each Loan Party shall maintain such appointment shall be irrevocable as long as until the Loans are outstandingsatisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, the Guarantors and the General Partner willthen each Loan Party shall, by an instrument reasonably satisfactory to the Administrative AgentRequired Lenders, appoint another Person in the Borough United States of Manhattan America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Administrative AgentRequired Lenders. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a the Process Agent pursuant to this Section 6.09 paragraph in full force and effect and to cause the Process Agent to act as such. (c) Nothing Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Person to serve any such process or summonses summons in any manner permitted by Applicable Law, to ▇▇▇ in any other manner permitted by applicable lawjurisdiction, or to obtain jurisdiction over the Guarantors and the General Partner any other Person in such other jurisdictions, and in such manner, as may be permitted by applicable lawApplicable Law. (d) Each of the Guarantors and the General Partner party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawApplicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in the United States District Court for the Southern District of New York or any New York State Court sitting court referred to in the Borough of Manhattan, New York Section 12.12(a) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and forum. (e) To the extent that any right to which it Loan Party may be entitled on account to the benefit of place any provision of residence law requiring the Administrative Agent or domicile. A final judgment (in respect of which time for all appeals has elapsed) any Lender in any such suit, action or proceeding shall be conclusive brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and may be enforced USVI or other jurisdiction arising out of or in connection with this Agreement, any court other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the jurisdiction fullest extent now or hereafter permitted under the laws of which BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the Guarantors or the General Partner is or case may be subjectbe, by suit upon judgmentsuch other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and for its Property, to the jurisdiction of the Guarantors courts of the State of New York sitting in New York County and of the General Partner hereby agrees that United States District Court of the Southern District of New York (in each case sitting in the Borough of Manhattan), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby relating hereto and thereto or for recognition or enforcement of any judgment entered judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by any court Applicable Law, that all claims in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suit, actionaction or proceeding may be heard and determined in such New York state court or in such federal court. Each of the parties hereto agrees that a final action in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or judgment; provided, in any other manner provided by Applicable Law. Nothing in this Agreement or any other Loan Document shall affect the right that nothing herein shall prevent the Administrative Agent or any Lender from enforcing may otherwise have to bring any judgment obtained suit, action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its Properties in the courts of any such court by proceedings in any jurisdiction whatsoeverjurisdiction. (b) Each of the Guarantors and the General Partner Loan Party hereby irrevocably appoints CT Seven Seas Water Corporation System in New York, New York (the "“Process Agent"”), with an office on the date hereof Closing Date at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Tampa, FL 33626 as its agent and true and lawful attorney-▇▇in-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇fact in its name, ▇▇▇▇▇ place and stead to accept on its behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which that may be served in any such suit, action or proceeding brought in the State of New Yorkany court referred to in Section 12.12(a), and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner it shall not impair or affect the validity of such service or, to the extent permitted by applicable lawApplicable Law, the enforcement of any judgment based thereon. Such Each Loan Party shall maintain such appointment shall be irrevocable as long as until the Loans are outstandingsatisfaction in full of all Obligations, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, the Guarantors and the General Partner willthen each Loan Party shall, by an instrument reasonably satisfactory to the Administrative AgentRequired Lenders, appoint another Person in the Borough United States of Manhattan America as such Process Agent subject to the approval (not to be unreasonably withheld conditioned or delayed) of the Administrative AgentRequired Lenders. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a the Process Agent pursuant to this Section 6.09 paragraph in full force and effect and to cause the Process Agent to act as such. (c) Nothing Each Loan Party hereby (i) consents to the service of process in any suit, action or proceeding in the manner provided for notices in ‎Section 12.02 and (ii) agrees that nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Person to serve any such process or summonses summons in any manner permitted by Applicable Law, to ▇▇▇ in any other manner permitted by applicable lawjurisdiction, or to obtain jurisdiction over the Guarantors and the General Partner any other Person in such other jurisdictions, and in such manner, as may be permitted by applicable lawApplicable Law. (d) Each of the Guarantors and the General Partner party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawApplicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in the United States District Court for the Southern District of New York or any New York State Court sitting court referred to in the Borough of Manhattan, New York Section 12.12(a) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and forum. (e) To the extent that any right to which it Loan Party may be entitled on account to the benefit of place any provision of residence law requiring the Administrative Agent or domicile. A final judgment (in respect of which time for all appeals has elapsed) any Lender in any such suit, action or proceeding shall be conclusive brought in a court of BVI, Curaçao, Peru, Sint Maarten, T&T and may be enforced USVI or other jurisdiction arising out of or in connection with this Agreement, any court other Loan Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, each Loan Party hereby waives such benefit, in each case to the jurisdiction fullest extent now or hereafter permitted under the laws of which BVI, Curaçao, Peru, Sint Maarten, T&T and USVI or, as the Guarantors or the General Partner is or case may be subjectbe, by suit upon judgmentsuch other jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each of party hereto irrevocably and unconditionally submits, to the Guarantors and the General Partner hereby agrees that extent permitted by applicable law, to any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby any other Loan Document or any judgment entered by any court in respect thereof may be brought in to the jurisdiction of (i) the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such partyand any appellate court from any thereof, in and (ii) to the courts of its own corporate domicile, at the election of the plaintiff, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner Foreign Obligor hereby irrevocably appoints CT C T Corporation System System, in New York, New York (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Guarantors and the General Partner such Obligor and its property, Collateral service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to such Obligor shall not, to the Guarantors or the General Partner shall not extent permitted by applicable law, impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans Obligations are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner each Foreign Obligor will, by an instrument a writing reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan Manhattan, New York as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner Foreign Obligor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, County of New York by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, to such Obligor at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Foreign Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses summons in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Obligor hereby irrevocably and unconditionally waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York York, or in any appellate court from any thereof, and hereby further irrevocably waives waives, to the extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any Obligor is or may be subject, by suit upon judgmentjudgment or in any other manner permitted by applicable law. Nothing in this Agreement shall affect any right that Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its Collateral in the courts of any jurisdiction.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby agrees that any suitANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of ManhattanIN AND FOR THE COUNTY OF NEW YORK, New YorkOR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, orEACH PARTY ACCEPTS, in the case of an action brought against such partyFOR ITSELF AND IN RESPECT OF ITS PROPERTY, in the courts of its own corporate domicileGENERALLY AND UNCONDITIONALLY, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suitTHE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE STAND-BY EXPORTER IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO THIS AGREEMENT) IN NEW YORK, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoeverNEW YORK. (b) Each of the Guarantors and the General Partner The Stand-by Exporter hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent agen▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ce and stead to accept on its behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which that may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner it shall not impair or affect the validity of such service or, to the extent permitted by applicable lawApplicable Law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstandinguntil termination of this Agreement, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then the Guarantors and the General Partner willStand-by Exporter shall, by an instrument reasonably satisfactory to the Administrative AgentBorrower, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts The Stand-by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Exporter covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent process agent pursuant to this Section 6.09 paragraph in full force and effect and to cause the Process Agent such process agent to act as such. The foregoing provisions constitute, among other things, a special arrangement for service among the parties to this Agreement for the purposes of 28 U.S.C. ss.1608. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Person to serve any such process or summonses summons in any other manner permitted by applicable law, Applicable Law or to obtain jurisdiction over the Guarantors and the General Partner any other Person in such other jurisdictions, and in such manner, as may be permitted by applicable lawApplicable Law. (d) Each of the Guarantors and the General Partner party hereto hereby irrevocably waives, to the extent permitted by applicable law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of or removed to New York or any New York State Court sitting in the Borough City (and courts of Manhattan, New York appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicileforum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner applicable Person is or may be subject, by suit upon judgment. (e) The Stand-by Exporter irrevocably waives, to the fullest extent permitted by Applicable Law, any claim that any action or proceeding commenced against it relating in any way to this Agreement should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by the Stand-by Exporter relating in any way to this Agreement, whether or not commenced earlier. To the fullest extent permitted by Applicable Law, the Stand-by Exporter shall take all measures necessary for any such action or proceeding commenced against it to proceed to judgment before the entry of judgment in any such action or proceeding commenced by the Stand-by Exporter.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or any of the transactions contemplated hereby other Loan Documents or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner Obligor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth 8th Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ and true ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ place and stead to accept on behalf of the Guarantors and the General Partner such Obligor and its property, Property and revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner such Obligor shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such For the avoidance of doubt, the appointment described in this Section 14.11(b) shall be irrevocable as long as the Loans are outstandinggoverned by, except that if for any reason the Process Agent appointed hereby ceases to act as suchand construed in accordance with, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval law of the Administrative Agent. Each State of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as suchNew York. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Loan Party to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Obligor hereby irrevocably waives, waives to the fullest extent permitted by applicable law, law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents brought in the United States District Court for the Southern District of New York or any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any Obligor is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors parties hereto irrevocably and unconditionally submits, for itself and its property, to the General Partner hereby agrees that exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any suitrelevant appellate court, in any action or proceeding arising out of or relating to this Agreement and the other Loan Documents (except for the Pledge Agreements), or the transactions contemplated hereby for recognition or enforcement of any judgment entered by of any such court in respect thereof may be brought in the United States District Court for the Southern District of New York any such action or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicileproceeding, and hereby expressly and irrevocably submit waives its rights to the any other jurisdiction to which it may be entitled to by reason of each such court its present or future domiciles or for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoeverother reason. (b) Each of the Guarantors and the General Partner Obligor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Guarantors and the General Partner such Obligor and its property, Property and revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner such Obligor shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such designation and appointment shall be irrevocable as long as until all principal and interest and all other amounts payable under this Agreement and the Loans are outstanding, except that if for any reason other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof. If such Process Agent appointed hereby ceases shall cease so to act as suchact, the Guarantors each Obligor covenants and the General Partner will, by an instrument reasonably agrees to designate irrevocably and appoint without delay another such Process Agent satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject and to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents deliver promptly to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mailevidence in writing of such other Process Agent's appointment and acceptance. For the avoidance of doubt, postage prepaidthe appointment described in this Section 14.11(b) shall be governed by, at its address set forth beneath its signature hereto. Each and construed in accordance with, the law of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing State of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as suchNew York. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Loan Party to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Obligor hereby irrevocably waives, waives to the fullest extent permitted by applicable law, law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents (except for the Pledge Agreements) brought in the United States District Court for the Southern District of New York or any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any Obligor is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each Party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any Party against any other Party shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each Party hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Guarantors parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the General Partner parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees that not to assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or hereby, (a) any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit claim that it is not personally subject to the jurisdiction of each such court the courts in Delaware as described herein for the purpose any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action, action or proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings is brought in any jurisdiction whatsoever. an inconvenient forum, (bii) Each the venue of the Guarantors and the General Partner hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and stead to accept on behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New Yorkis improper or (iii) this Agreement, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner shall subject matter hereof, may not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgmentsuch courts.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors The Sponsor hereby irrevocably consents and the General Partner hereby agrees that any suitlegal action, action suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or relating to in connection with this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York any Federal or in any New York State Court sitting court located in the Borough of Manhattan, The City of New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit accepts and submits to the non-exclusive jurisdiction of each such court for with respect to any such action, suit or proceeding. Each party hereto waives any objection which it may now or hereafter have to the purpose laying of venue of any such suitof the aforesaid actions, action, proceeding suits or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained proceedings brought in any such court by proceedings and hereby further waives and agrees not to plead or claim in any jurisdiction whatsoeversuch court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. (b) Each The Sponsor agrees that a final judgment against it in any action, suit or proceeding taken in a New York court or New York Federal court in accordance with clause (a) shall be conclusive and may be enforced in any jurisdiction by suit on the judgment, a certified copy of the Guarantors and the General Partner which judgment shall be conclusive evidence thereof, or by any other means provided by applicable law. (c) The Sponsor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent")System, with an office on offices at the date hereof of this Agreement at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent on which any and stead to accept on behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other all legal process which may be served in any such suitaction, action suit or proceeding brought in any Federal or State court located in the State Borough of Manhattan, The City of New York. The Sponsor agrees that service of process in respect of it upon such agent, and each together with written notice of the Guarantors and the General Partner such service given as provided in Section 7.04, shall be deemed to be effective service of process upon it in any such action, suit or proceeding. The Sponsor agrees that the failure of the Process Agent such agent to give any notice to it of any such service of process to the Guarantors or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of or any judgment rendered in any action, suit or proceeding based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if If for any reason the Process Agent appointed hereby ceases such agent shall cease to be available to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory Sponsor agrees to the Administrative Agent, appoint another Person designate a new agent in the Borough of Manhattan as such Process Agent subject to Manhattan, The City of New York, on the approval terms and for the purposes of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) 7.07. Nothing herein shall in any way be deemed to limit the ability of the Administrative Collateral Agent or any Lender to serve any such legal process or summonses in any other manner permitted by applicable law, law or to obtain jurisdiction over the Guarantors and the General Partner Sponsor or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted or required by applicable law. (d) Each To the extent that the Sponsor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, sovereign immunity or otherwise) with respect to itself or its property, the Guarantors and the General Partner Sponsor hereby irrevocably waiveswaives such immunity, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgmentits obligations under this Agreement.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby agrees that any suit, Any legal action or proceeding by or against any party hereto or with respect to or arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court other Loan Document (unless expressly provided differently in respect thereof such other Loan Document) may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States District Court of America for the Southern District of New York or (in any New York State Court each case sitting in the Borough of Manhattan); provided that any suit seeking enforcement against any Obligor’s property may be brought, New York, or, in at the case of an action brought against such partyMajority Lenders’ option, in the courts of any jurisdiction where such property may be found. By execution and delivery of this Agreement, each Obligor accepts for itself and in respect of its own corporate domicileProperty, generally and hereby unconditionally, the non-exclusive jurisdiction of the aforesaid courts (and courts of appeal therefrom) for legal proceedings arising out of or in connection with this Agreement and the other Loan Documents. Each of the Obligors irrevocably submit consents to the jurisdiction appointment of each such court for the purpose Process Agent as its agent to receive service of any such suitprocess (with respect to all of the Loan Documents and all other related agreements to which it is a party) in New York, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoeverNew York. (b) Each of the Guarantors and the General Partner Obligor hereby irrevocably appoints CT Corporation System in New York, New York JBS USA Food Company (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which that may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner it shall not impair or affect the validity of such service or, to the extent permitted by applicable lawApplicable Law, the enforcement of any judgment based thereonthereon (for purposes of Brazilian law, in accordance with Article 653 of the Brazilian Civil Code). Such appointment shall be irrevocable as long as until the Loans are outstandingfinal payment of all amounts payable under this Agreement and the other Loan Documents, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then the Guarantors and the General Partner willObligor (as applicable) shall, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval (which approval shall not be unreasonably withheld) of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a the Process Agent pursuant to this Section 6.09 clause in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Party to serve any such process or summonses summons in any other manner permitted by applicable law, Applicable Law or to obtain jurisdiction over the Guarantors and the General Partner any Person in such other jurisdictions, including but not limited to Brazil, The Netherlands or Luxembourg, and in such manner, as may be permitted by applicable lawApplicable Law. (d) Each of the Guarantors and the General Partner party hereto hereby irrevocably waives, to the extent permitted by applicable law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents brought in the United States District Court for the Southern District of or removed to New York or any New York State Court sitting in the Borough City (and courts of Manhattan, New York appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicileforum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to the jurisdiction of which the Guarantors or the General Partner applicable Person is or may be subject. (e) Each Obligor irrevocably waives, to the fullest extent permitted by suit upon judgmentApplicable Law, any claim that any action or proceeding commenced against it relating in any way to this Agreement and/or any of the other Loan Document(s) should be dismissed or stayed by reason, or pending the resolution, of any action or proceeding commenced by such Obligor relating in any way to this Agreement and/or the other Loan Documents, whether or not commenced earlier.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby Notes or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner The Borrower hereby irrevocably appoints CT Corporation System (together with any successor in New Yorksuch capacity, New York (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Guarantors and the General Partner Borrower and its property, Property and revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors Borrower and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable lawRequirements of Law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable lawRequirements of Law. (d) Each of the Guarantors and the General Partner The Borrower hereby irrevocably waives, waives to the fullest extent permitted by any applicable law, Requirements of Law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the United States District Court for the Southern District of New York or any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives to the fullest extent permitted by any applicable Requirements of Law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner Borrower is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors Guarantor and the General Partner hereby agrees that any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors Guarantor and the General Partner hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and stead to accept on behalf of the Guarantors Guarantor and the General Partner and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors Guarantor and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors Guarantor or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors Guarantor and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors Guarantor and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors Guarantor and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors Guarantor and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors Guarantor and the General Partner hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors Guarantor or the General Partner is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby Notes or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought -44- against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner The Borrower hereby irrevocably appoints CT Corporation System (together with any successor in New Yorksuch capacity, New York (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Guarantors and the General Partner Borrower and its property, Property and revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors Borrower and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable lawRequirements of Law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable lawRequirements of Law. (d) Each of the Guarantors and the General Partner The Borrower hereby irrevocably waives, waives to the fullest extent permitted by any applicable law, Requirements of Law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the United States District Court for the Southern District of New York or any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives to the fullest extent permitted by any applicable Requirements of Law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner Borrower is or may be subject, by suit upon judgment.. 11.12

Jurisdiction Service of Process and Venue. (a) Each This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the Guarantors and the General Partner State of New York. Each party hereto hereby agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or Agreement, the transactions contemplated hereby Notes the other Loan Documents or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York, in the Supreme Court of the State of New York sitting in New York County (including its Appellate Division), or in any New York State Court sitting other appellate court in the Borough State of Manhattan, New York, oras the party commencing such suit, action or proceeding may elect in the case of an action brought against such party, in the courts of its own corporate domicile, sole discretion; and each party hereto hereby irrevocably submit submits to the jurisdiction of each such court courts for the purpose of any such suit, action, proceeding or judgment; provided. Each party hereto further submits, that nothing herein shall prevent for the Administrative Agent or any Lender from enforcing any judgment obtained in purpose of any such court by proceedings in any suit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of the jurisdiction whatsoeverof its domicile. (b) Each of the Guarantors Borrower and the General Partner Subsidiary Guarantors hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and stead to accept on behalf of the Guarantors and the General Partner and its property, agrees that service of copies of the summons all writs, process and complaint and any other process which may be served summonses in any such suit, action or proceeding brought in the State of New YorkYork may be made upon Corporation Service Company, presently located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (the "New York Process Agent"), and each of the Guarantors Borrower and the General Partner Subsidiary ---------------------- Guarantor hereby confirms and agrees that the New York Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the New York Process Agent to give any notice of any such service of process to the Guarantors or Borrower and the General Partner Subsidiary Guarantor, as the case may be, shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement or of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors Borrower and the General Partner Subsidiary Guarantor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address specified in Section set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender the Lenders to serve any such writs, process or summonses in any other manner permitted by applicable law, law or to obtain jurisdiction over the Guarantors and Borrower or the General Partner Subsidiary Guarantor in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Obligors hereby irrevocably waives, to the extent permitted by applicable law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the Supreme Court of the State of New York, County of New York or in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of ManhattanYork, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgmentforum.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby agrees that any suit, Any legal action or proceeding by or against any party hereto or with respect to or arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in or removed to the courts of the State of New York, in and for the County of New York, or for the United States District Court of America for the Southern District of New York or (in any New York State Court each case sitting in the Borough of Manhattan). By execution and delivery of this Agreement, New Yorkeach party accepts, orfor itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts (and courts of appeal therefrom) for legal proceedings arising out of or in connection with this Agreement, which jurisdiction shall be exclusive in the case of an any legal action brought against such party, in or proceeding by the courts of its own corporate domicile, and hereby irrevocably submit to Borrower or the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Shareholder Lender. Each of the Guarantors Borrower and the General Partner hereby Shareholder Lender irrevocably appoints CT Corporation System consents to the appointment of the Process Agent as its agent to receive service of process (this Agreement and any other related agreements to which it is a party) in New York, New York York. Each of the Borrower and the Shareholder Lender hereby irrevocably appoints National Corporate Research Ltd. (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which that may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner it shall not impair or affect the validity of such service or, to the extent permitted by applicable lawApplicable Law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as until the Loans are outstandingfinal payment of all amounts payable under this Agreement, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, then the Guarantors Borrower and the General Partner willShareholder Lender shall each, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval (which approval shall not be unreasonably withheld) of the Administrative Agent. Each of the Guarantors Borrower and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Shareholder Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a the Process Agent pursuant to this Section 6.09 paragraph in full force and effect and to cause the Process Agent to act as such. (c) . Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Shareholder Lender to serve any such process or summonses summons in any other manner permitted by applicable law, Applicable Law or to obtain jurisdiction over the Guarantors and the General Partner any Person in such other jurisdictions, including but not limited to Brazil, and in such manner, as may be permitted by applicable law. (d) Applicable Law. Each of the Guarantors and the General Partner party hereto hereby irrevocably waives, to the extent permitted by applicable law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of or removed to New York or any New York State Court sitting in the Borough City (and courts of Manhattan, New York appeals therefrom) and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicileforum. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced by suit upon judgment in any court in any jurisdiction to the jurisdiction of which the Guarantors or the General Partner applicable Person is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner party hereto hereby agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or Agreement, any Note, the transactions contemplated hereby other Basic Documents or any judgment entered by any court in respect thereof may be brought in the Supreme Court of the State of New York, County of New York, in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough courts of Manhattan, New York, or, in the case corporate domicile of an action each of the parties hereto with respect to actions brought against such party, in the courts of its own corporate domicile, party as a defendant; and each party hereto hereby irrevocably submit submits to the jurisdiction of each such court courts for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner Obligor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and stead to accept on behalf of the Guarantors and the General Partner and its property, agrees that service of copies of the summons all writs, process and complaint and any other process which may be served summonses in any such suit, action or proceeding brought in the State of New YorkYork may be made upon CT Corporation, presently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (the "Process Agent"), and each Obligor hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent in its name, place and stead to accept such service of the Guarantors any and the General Partner all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner each Obligor shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement or of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner Obligor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender Bank by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each hereto or such other address as may from time to time be designated by each Obligor in accordance with the provisions of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such12.02. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Bank to serve any such writs, process or summonses in any other manner permitted by Credit Agreement applicable law, law or to obtain jurisdiction over the Guarantors and the General Partner Iusacell in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Obligor hereby irrevocably waives, to the extent permitted by applicable law, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Basic Document brought in the Supreme Court of the State of New York, County of New York, or in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of ManhattanYork, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and or any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby Notes or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Credit Agreement ▇▇▇▇▇▇▇ ▇▇▇▇▇ of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner The Borrower hereby irrevocably appoints CT Corporation System National Registered Agents, Inc., in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇ , ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Guarantors and the General Partner Borrower and its property, Property service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner Borrower will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan Manhattan, New York as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner The Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender Bank by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Bank to serve any such process or summonses summons in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner The Borrower hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner Borrower is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of party hereto irrevocably and unconditionally submits, to the Guarantors and the General Partner hereby agrees that extent permitted by applicable law, to any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby any other Loan Document or any judgment entered by any court in respect thereof may be brought in to the jurisdiction of (i) the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such partyand any appellate court from any thereof, in and (ii) to the courts of its own corporate domicile, at the election of the plaintiff, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner Foreign Obligor hereby irrevocably appoints CT C T Corporation System System, in New York, New York (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent ▇▇▇ ▇▇▇▇ ▇1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇-, ▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Guarantors and the General Partner such Obligor and its property, Collateral service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner Obligor agrees that the failure of the Process Agent to give any notice of any such service of process to such Obligor shall not, to the Guarantors or the General Partner shall not extent permitted by applicable law, impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans Obligations are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner each Foreign Obligor will, by an instrument a writing reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan Manhattan, New York as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner Foreign Obligor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, County of New York by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, to such Obligor at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Foreign Obligor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses summons in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Obligor hereby irrevocably and unconditionally waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York York, or in any appellate court from any thereof, and hereby further irrevocably waives waives, to the extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any Obligor is or may be subject, by suit upon judgmentjudgment or in any other manner permitted by applicable law. Nothing in this Agreement shall affect any right that Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its Collateral in the courts of any jurisdiction.