Common use of Governing Law; Consent to Jurisdiction and Service of Process Clause in Contracts

Governing Law; Consent to Jurisdiction and Service of Process. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company as agent for service of process. The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Suzano Papel e Celulose S.A. Xx. Xxxxxxxxxx Xxxxx Xxxx, 1355 – 8th floor 01452-911 São Paulo, SP Brazil Attention: Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxxx Xxxxxx Facsimile: +00-00-0000-0000 FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of Xxxxx 00, 0000 xxxxx Xxxxxx Xxxxxxx GmbH, as the Issuer, Suzano Papel e Celulose S.A., as the guarantor (the "Company") and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent. The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X of the Indenture. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

Governing Law; Consent to Jurisdiction and Service of Process. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company National Corporate Research, Ltd., Inc. as agent for service of process. The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Suzano Votorantim Celulose e Papel e Celulose S.A. Xx. Xxxxxxxxxx Xxxxx XxxxAlameda Xxxxxx, 1355 1357 – 8th floor 014528º andar 01419-911 001 São Paulo, SP Brazil Attention: Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxxx Xxxxxx Marcos Grodetzky Facsimile: +00-00-0000-0000 [FORM OF OF] NOTATION ON SECURITY RELATING TO GUARANTEE For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars United States Dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of Xxxxx 00October 30, 0000 xxxxx Xxxxxx Xxxxxxx GmbH2009 among Fibria Overseas Finance Ltd., as the Issuer, Suzano Votorantim Celulose e Papel e Celulose S.A., as the guarantor (the "“Company"”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying AgentAgent and transfer agent. The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X 11 of the IndentureIndenture and reference is hereby made to Article 11 of the Indenture for the precise terms thereof. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

Governing Law; Consent to Jurisdiction and Service of Process. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company National Corporate Research, Ltd., Inc. as agent for service of process. The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Suzano Papel e Fibria Celulose S.A. Xx. Xxxxxxxxxx Xxxxx XxxxAlameda Xxxxxx, 1355 1357 – 8th floor 014529º andar 01419-911 001 São Paulo, SP Brazil Attention: Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxxx Xxxxxx Treasurer Facsimile: +00-00-0000-0000 [FORM OF OF] NOTATION ON SECURITY RELATING TO GUARANTEE For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars United States Dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of Xxxxx 00May 4, 0000 xxxxx Xxxxxx Xxxxxxx GmbH2010 among Fibria Overseas Finance Ltd., as the Issuer, Suzano Papel e Fibria Celulose S.A., as the guarantor (the "“Company"”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying AgentAgent and transfer agent. The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X 11 of the IndentureIndenture and reference is hereby made to Article 11 of the Indenture for the precise terms thereof. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.

Governing Law; Consent to Jurisdiction and Service of Process. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the Issuer and the Company has consented to the jurisdiction of the courts of the State of New York and the United States courts located in the Borough of Manhattan, New York City, New York with respect to any action that may be brought in connection with the Indenture or the Securities and has validly and effectively appointed Corporation Service Company National Corporate Research, Ltd., Inc. as agent for service of process. The Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Suzano Papel e Fibria Celulose S.A. Xx. Xxxxxxxxxx Xxxxx XxxxXxxxxxx Xxxxxx, 1355 – 8th floor 014521357 — 9º andar 01419-911 001 São Paulo, SP Brazil Attention: Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxxx Xxxxxx Treasurer Facsimile: +00-00-0000-0000 [FORM OF OF] NOTATION ON SECURITY RELATING TO GUARANTEE For value received, the undersigned hereby unconditionally guarantees to the Securityholder of this Security, the cash payments in U.S. dollars United States Dollars of principal and interest on this Security (and including Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of the Issuer under the Indenture or the Securities, to the Securityholder of this Security and the Trustee, all in accordance with and subject to the terms and conditions of this Security and the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of Xxxxx 00March 3, 0000 xxxxx Xxxxxx Xxxxxxx GmbH2011 among Fibria Overseas Finance Ltd., as the Issuer, Suzano Papel e Fibria Celulose S.A., as the guarantor (the "“Company"”) and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying AgentAgent and transfer agent. The obligations of the undersigned to the Securityholders and to the Trustee are expressly set forth in Article X 11 of the IndentureIndenture and reference is hereby made to Article 11 of the Indenture for the precise terms thereof. This Guarantee constitutes a direct, general and unconditional obligation of the undersigned which will at all times rank at least pari passu with all other present and future senior unsecured obligations of the undersigned, except for such obligations as may be preferred by mandatory provisions of law.