BY, ITS OWN LEGAL, FINANCIAL AND OTHER PROFESSIONAL ADVISORS AND IT
HAS NOT RELIED ON AND WILL NOT HEREAFTER RELY ON ANY ADVICE GIVEN TO IT BY ANY
FINANCE PARTY.
9.7
JURISDICTION AND ENFORCEMENT
(A)
THIS AGREEMENT IS GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
OF AMERICA.
(B)
FOR THE EXCLUSIVE BENEFIT OF ANY OF THE
FINANCE PARTIES, EACH BORROWER IRREVOCABLY AGREES THAT ANY LEGAL ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE SOUTHERN DISTRICT OF NEW
YORK OR IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF
MANHATTAN.
BY THE EXECUTION OF THIS AGREEMENT, EACH BORROWER IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH ACTION,
SUIT OR PROCEEDING.
WITHOUT LIMITATION, EACH BORROWER AGREES THAT ANY ORDER OR
JUDGMENT AGAINST SUCH BORROWER IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION, INCLUDING PERU, BY
SUIT ON THE JUDGMENT, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE
CONCLUSIVE EVIDENCE OF THE JUDGMENT, OR IN ANY OTHER MANNER PROVIDED BY LAW.
(C)
EACH BORROWER DESIGNATES, APPOINTS AND
EMPOWERS CT CORPORATION SYSTEM, WITH ITS ADDRESS AT 111 EIGHTH AVENUE, NEW YORK,
NEW YORK 10011, AS ITS AUTHORIZED AGENT TO RECEIVE FOR AND ON ITS BEHALF SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH ACTION, SUIT OR
PROCEEDING IN THE STATE OF NEW YORK.
(D)
NOTHING IN THIS AGREEMENT OR THE FACILITY
AGREEMENTS SHALL AFFECT THE RIGHT OF EACH OF THE FINANCE PARTIES TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE SUE ANY BORROWER IN PERU OR ANY OTHER APPROPRIATE
JURISDICTION, OR CONCURRENTLY IN MORE THAN ONE JURISDICTION, OR TO SERVE
PROCESS, PLEADINGS AND OTHER PAPERS UPON ANY BORROWER IN ANY MANNER AUTHORIZED
BY THE LAWS OF ANY SUCH JURISDICTION.
(E)
AS LONG AS THIS AGREEMENT AND/OR ANY OTHER
FINANCE DOCUMENT REMAIN IN FORCE, EACH BORROWER SHALL MAINTAIN A DULY APPOINTED
AGENT FOR THE SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN NEW
YORK, NEW YORK FOR PURPOSES OF ANY SUCH LEGAL ACTION, SUIT OR PROCEEDING WHICH
ANY OF THE FINANCE PARTIES MAY BRING IN RESPECT OF THIS AGREEMENT AND ANY OTHER
FINANCE DOCUMENT. EACH
65
BORROWER SHALL AT ALL TIMES KEEP EACH FACILITY AGENT ADVISED OF THE IDENTITY AND
LOCATION OF SUCH AGENT.
EACH BORROWER AGREES THAT IF THE APPOINTMENT OF ANY
SUCH AGENT CEASES TO BE EFFECTIVE AND THE BORROWER FAILS TO APPOINT A
REPLACEMENT AGENT EACH FINANCE PARTY SHALL BE ENTITLED TO APPOINT SUCH AN AGENT
BY NOTICE TO SUCH BORROWER.
NOTHING CONTAINED IN THIS AGREEMENT SHALL AFFECT
THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
(F)
TO THE EXTENT THAT ANY BORROWER MAY BE
ENTITLED IN ANY JURISDICTION TO CLAIM FOR ITSELF OR ITS ASSETS IMMUNITY IN
RESPECT OF ITS