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

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "Authorized Agent") to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead Manager. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. Each of the parties hereto, other than the Depositor, hereby consents to the service of process by mail. The Company Depositor hereby irrevocably designates, appoints and empowers National Corporate Research (the Selling Shareholders further“Process Agent”), by their execution and delivery of this Agreementwith offices on the date hereof at 10 East 40th Street, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX, 00000, Xxxxxx Xxxxxx, as their its designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit action or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with relating to this Agreement brought against it in any International Arbitration or the International Purchase Agreement United States District Court for the District of Delaware for the purpose of confirming or enforcing an arbitral award in the State of Delaware and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such arbitral tribunal or courts. The Depositor hereby irrevocably designates, appoints and empowers the Process Agent as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding brought against it being understood that the designation and appointment in any International Arbitration, or any action, suit or proceeding brought against it in any Delaware Court arising out of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents relating to each Underwriter that it has notified CT Corporation System of such designation and appointment this Agreement and that CT Corporation System has accepted the same. The Company may be made on such designee, appointee and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (agent in accordance with legal procedures prescribed for such arbitral tribunal or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceedingcourts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and Selling Shareholders agree Depositor agrees to designate a new designee, appointee and agent in The City the County of New York, New York Newcastle on the terms and for the purposes of this Section 13 reasonably 56 satisfactory to the Lead ManagerOwner Trustee, the Beneficial Owner and the Administrator. The Company and Selling Shareholders Depositor further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, it by (i) serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 55 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service); provided, that such agent for service of process shall be required to deliver by overnight courier prepaid or by hand delivery any such legal process, summons, notices or documents with respect to the Depositor at the offices of the Attorney General for the State of Rio de Janeiro (Procurador Geral do Estado) and Procuradoria Geral do Estado do Rio de Janeiro, Rua do Carmo, n.º 27 – Centro – CEP: 20011-900, Rio de Janeiro – RJ, Brazil, Attention: Procurador do Estado (“Office of the RJS Attorney General”) or (ii) by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, Depositor at the addresses Office of the RJS Attorney General or to the Depositor at the address specified in or designated pursuant to this Agreement; provided, that if such service of any legal process, summons, notices and documents, with respect to the Depositor is issued or delivered in connection with any action or proceeding brought in any court, then such service of legal process, summons, notices and documents to the Office of the RJS Attorney General shall be delivered by any means permissible under Brazilian law. The Company and Selling Shareholders agree Issuer agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters Owner Trustee, the Beneficial Owner and the other persons referred to in Sections 6 and 7 Administrator to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable lawApplicable Law. The Company and Selling Shareholders hereby irrevocably and unconditionally waiveprovisions of this Section 56 shall survive any termination of this Agreement, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of in whole or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forumpart.

Appointment of Agent for Service of Process. The Company hereby irrevocably designates, appoints and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower empowers CT Corporation System, System with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their its designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, it in any Specified Court with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement any additional agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of this Section 13 reasonably 17 satisfactory to the Lead ManagerRepresentatives. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 17 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses its address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement any transactions contemplated hereby brought in any New York Specified Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 17 shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. The Each of the Company and the each Selling Shareholders Shareholder further, by their its execution and delivery of this Agreement, irrevocably designatedesignates, appoint appoints and empower empowers CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their its designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, it with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the each Selling Shareholders Shareholder represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Each of the Company and each Selling Shareholders Shareholder further agree agrees that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or the Selling Shareholders Shareholders, as the case may be, pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or the Selling Shareholders, respectivelyas the case may be, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, Each of the Company and each Selling Shareholders agree Shareholder agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentative. The Each of the Company and each Selling Shareholders Shareholder further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, it at the addresses address specified in or designated pursuant to this Agreement. The Each of the Company and each Selling Shareholders agree Shareholder agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or the Selling Shareholders in such other jurisdictions, as the case may be, and in such manner, as may be permitted by applicable law. The Each of the Company and each Selling Shareholders Shareholder hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company hereby irrevocably designates, appoints and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx empowers [ ] with offices currently at [ ] as their designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf behalf, and their properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the Company or Selling ShareholdersBorough of Manhattan, respectively, The City of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement any additional agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerSection. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectivelyCompany, at the addresses its address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement Indenture or the Notes brought in any the United States federal courts located in the Borough of Manhattan, The City of New York Court or the courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. The Each of the Company and the Selling Shareholders further, by their its execution and delivery of this Agreement, irrevocably designatedesignates, appoint appoints and empower empowers CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company. The Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree agrees that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentative. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders BNDES, acting solely in its own capacity, further, by their respective execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx1633 Broadway, Xxx XxxxNew York, Xxx Xxxx New York 10019 as their designee, appointee and authorized agent (the "Authorized Agent") to receive for and on their axxxxxxxxx xxxxx xx xxxxxxx xxx xxx xx xheir behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling ShareholdersBNDES, respectivelyin its own capacity, as the case may be, with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent such authorized agent shall become effective immediately without any further action on the part of the Company or BNDES, as the Selling Shareholderscase may be. Each of the The Company and the Selling Shareholders represents BNDES, acting solely in its own capacity, represent to each Underwriter that it has they have notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders BNDES, acting solely in its own capacity, further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders BNDES, as the case may be, pursuant to Section 1512, shall be deemed in every respect effective service of process upon the Company or Selling ShareholdersBNDES, respectivelyas the case may be, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders BNDES agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 15 reasonably satisfactory to the Lead ManagerRepresentatives. The Company and Selling Shareholders BNDES further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling ShareholdersBNDES, respectivelyas the case may be, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling ShareholdersBNDES, respectivelyas the case may be, at the addresses respective address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders BNDES agree that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or and each of the Selling Shareholders or bring actions, suits or proceedings against the Company or any of the Selling Shareholders Shareholders, as the case may be, in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders BNDES, acting solely in its own capacity, hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the federal courts located in The City of New York, New York or the International Purchase Agreement brought in any courts of the State of New York Court located in The City of New York, New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company hereby irrevocably designates, appoints and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower empowers CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Agent”) as their its designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against it in any such United States or state court located in the Company or Selling Shareholders, respectively, County of New York with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement any additional agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason any such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of this Section 13 reasonably 11 satisfactory to the Lead ManagerUnderwriters. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 Agent (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectivelyCompany, at the addresses its address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters holders of the Securities and the other persons referred Underwriters to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders them in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement any additional agreement brought in any the United States federal courts located in the County of New York Court or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentative. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentatives. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Each of the Company and the each Selling Shareholders Shareholder further, by their its execution and delivery of this Agreement, irrevocably designatedesignates, appoint appoints and empower CT Corporation Systemempowers National Corporate Research, Ltd. (“NCR”) located at 000 Xxxxxx X. 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx XX 00000, as their its designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, it with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System NRC as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the each Selling Shareholders Shareholder represents to each Underwriter that it has notified CT Corporation System NRC of such designation and appointment and that CT Corporation System NRC has accepted the same. The Each of the Company and each Selling Shareholders Shareholder further agree agrees that, to the extent permitted by law, proper service of process upon CT Corporation System NRC (or its successors as agent for service of process) and written notice of said service to the Company or the Selling Shareholders Shareholders, as the case may be, pursuant to Section 1516, shall be deemed in every respect effective service of process upon the Company or the Selling Shareholders, respectivelyas the case may be, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and each Selling Shareholders agree Shareholder agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 14 reasonably satisfactory to the Lead ManagerRepresentative. The Each of the Company and each Selling Shareholders Shareholder further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, it at the addresses address specified in or designated pursuant to this Agreement. The Each of the Company and each Selling Shareholders agree Shareholder agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or the Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Each of the Company and each Selling Shareholders Shareholder hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "Authorized Agent") to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each International Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 1516, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 14 reasonably satisfactory to the Lead ManagerInternational Representatives. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the International Underwriters and the other persons referred to in Sections 6 7 and 7 8 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The NBG hereby irrevocably designates, appoints, and empowers Corporation Services Company and (the Selling Shareholders further“Process Agent”), by their execution and delivery of this Agreementwith offices at 0000 Xxxxxx xx Xxxxxxxx, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx XxxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, as their its designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf behalf, and their respective properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against it in any court of the Company State of New York or Selling Shareholders, respectively, any federal court of the United States located in the Borough of Manhattan in the City of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with the legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree NBG agrees to designate a new designee, appointee and agent in The the City of New York, New York on the terms and for the purposes of this Section 13 16 (b) reasonably satisfactory to the Lead ManagerUnderwriters. The Company and Selling Shareholders NBG further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, each of them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 15 (b) (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, with a copy to the Company or Selling Shareholders, respectively, at the addresses specified them as provided in or designated pursuant to this AgreementSection 13. The Company and Selling Shareholders agree NBG agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters holders of the Securities, the Representatives and the other persons referred to in the Sections 6 7 and 7 8 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders NBG or bring actions, suits or proceedings against the Company or Selling Shareholders it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their its execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx System as their its designee, appointee and authorized agent (the "Authorized Agent") to receive for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company. The Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree agrees that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to this Section 1514, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 14 reasonably satisfactory to the Lead ManagerRepresentative. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The 41 Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "Authorized Agent") to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentative. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders furtherGuarantor (together, by their execution and delivery of this Agreement, the “NCL Parties”) hereby irrevocably designate, appoint and empower CT Corporation SystemCorporate Creations International, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Inc. as their designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf behalf, and their properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, them in any such Court with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement Indenture, the Notes or the International Purchase Agreement Guarantee and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceedingCourts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders NCL Parties agree to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of this Section 13 reasonably 17.‎15 satisfactory to the Lead ManagerTrustee. The Company and Selling Shareholders NCL Parties further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 17.‎15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectivelyNCL Parties, at the addresses address specified in or designated pursuant to this AgreementIndenture. The Company and Selling Shareholders NCL Parties agree that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred Trustee to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders NCL Parties or bring actions, suits or proceedings against the Company or Selling Shareholders them in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.104

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their its execution and delivery of this Agreement, irrevocably designatedesignates, appoint appoints and empower empowers CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company. The Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree agrees that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentative. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "Authorized Agent") to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerU.S. Representative. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company hereby irrevocably designates, appoints and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower empowers CT Corporation System, System with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their its designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or Selling Shareholders, respectively, it in any Specified Court with respect to their its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement any additional agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of this Section 13 reasonably 18 satisfactory to the Lead ManagerRepresentatives. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 18 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses its address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement any transactions contemplated hereby brought in any New York Specified Court and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 18 shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. The Company and the Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as their designee, appointee and authorized agent (the "“Authorized Agent"”) to receive for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company or the Selling Shareholders, respectivelyas the case may be, with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and the Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or the Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or the Selling Shareholders, respectivelyas the case may be, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and the Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerRepresentatives. The Company and the Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or the Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or the Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and the Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or the Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and the Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. The Company hereby irrevocably designates, appoints and the Selling Shareholders furtherempowers CT Corporation, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Xxxxxx Xxxxxx of America, as their designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf behalf, and their properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the Company or Selling Shareholders, respectively, County of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in The City the County of New York, New York on the terms and for the purposes of this Section 13 reasonably 14 satisfactory to the Lead ManagerRepresentative. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectivelyCompany, at the addresses its address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred Representative to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement Agreement, the Global Shares brought in the United States federal courts located in the County of New York or the International Purchase Agreement brought in any courts of the State of New York Court located in the County of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this paragraph shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. The Company hereby irrevocably designates, appoints and the Selling Shareholders furtherempowers Cogency Global Inc. with offices currently at 00 X. 00xx Xxxxxx, by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 as their designee, appointee and authorized agent (the "Authorized Agent") to receive receive, accept and acknowledge for and on their behalf behalf, and their properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them in any such United States or state court located in the Company or Selling ShareholdersBorough of Manhattan, respectively, The City of New York with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement or the International Purchase Agreement any additional agreement and that may be made on the Authorized Agent such designee, appointee and agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of CT Corporation System as the Authorized Agent shall become effective immediately without any further action on the part of the Company or the Selling Shareholders. Each of the Company and the Selling Shareholders represents to each Underwriter that it has notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, to the extent permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) and written notice of said service to the Company or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon the Company or Selling Shareholders, respectively, in any such suit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead ManagerSection. The Company and Selling Shareholders further hereby irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, them by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectivelyCompany, at the addresses its address specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree agrees that the failure of any such designee, appointee and agent to give any notice of such service to them it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the other persons referred Initial Purchasers to in Sections 6 and 7 to serve service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, any objection that they it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement Securities brought in any the United States federal courts located in the Borough of Manhattan, The City of New York Court or the courts of the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this clause shall survive any termination of this Agreement, in whole or in part.