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

Appointment of Agent for Service of Process. Tower hereby designates and appoints the Company, having an address at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, as its authorized agent upon which service of process may be served in any legal suit, action or proceeding arising out of or relating to this Agreement or any other Transaction Document, and further: (a) agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiver.

Appointment of Agent for Service of Process. Tower (a) the Guarantor hereby designates irrevocably designates, appoints, authorizes and appoints the Companyempowers as its agent for service of process, having an address CT Corporation System, at its offices currently located at 0000 Xxxxxxxx Xxxxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx 00000 (the "Process ------- Agent"), Xxxxxxxxxx 00000to accept and acknowledge for and on behalf of the Guarantor service ----- of any and all process, as its authorized agent upon which service of process notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. Such designation and appointment shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with the provisions thereof. the Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to this Agreement or any other Transaction Document, continue the foregoing designations and further:appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (ab) agrees The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that service of process upon such agentto the extent lawful and possible, and written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Tower by the Person serving Guarantor at its address specified in or pursuant to Section 4.02 or to any other address of which the Guarantor shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Guarantor specified in or pursuant to Section 4.02, which service shall be effective 5 days after deposit in the United States Postal Service. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Guarantor in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower (a) The Company hereby irrevocably designates and appoints appoints, and shall cause the Companyother CanArgo Group Members to irrevocably designate and appoint Sxxxxxxxx Xxxxxxxx Xxxxx & Bxxxx LLP, having an address at 0000 Xxxxxxxx its office at 200 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxxxxxx XxxxxN.Y. 10169, Attention: Pxxxx X Xxxxxxxxxx 00000Esq., as its and their authorized agent upon which agent, to accept and acknowledge on its behalf service of any and all legal process which may be served in any legal suit, action or proceeding arising out referred to in Section 24.7 above in any federal or New York State court sitting in the Borough of or relating Manhattan, New York City. The Company represents and warrants that such agent has agreed to this Agreement accept such appointment. Said designation and appointment shall not be revocable by the Company or any other Transaction DocumentCanArgo Group Member until all principal, interest and other amounts payable on the Notes shall have been paid in full in accordance with the provisions thereof. If such agent shall cease to act as agent, the Company shall, and further:shall cause the other CanArgo Group Members to, designate irrevocably and appoint without delay another such agent. (ab) agrees that The Company hereby consents, and shall cause the other CanArgo Group Members to consent to process being served in any suit, action or proceeding referred to in Section 24.7 in any federal or New York State court sitting in the Borough of Manhattan, New York City by service of process upon such agentits agent appointed as provided in subsection (a) above; provided that, to the extent lawful and written possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to Tower such Person at its address. The Company hereby irrevocably waives, and shall cause the other CanArgo Group Members to irrevocably waive, to the fullest extent permitted by the Person serving the samelaw, all claim of error by reason of service in such manner and agrees that such service shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Person in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidand shall, to the above-mentioned authorized agent or successor authorized agentfullest extent permitted by law, as the case may be, constitute valid and personal service upon and personal delivery to such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner;Person. (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have Nothing in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein Section 24.8 shall affect the right of the Holder Purchasers to serve process in any other manner permitted by law or limit the right of the Purchasers to commence legal bring proceedings against the Company or otherwise proceed against Tower any Material Subsidiary in the courts of any jurisdictionjurisdiction or jurisdictions. (d) In the event process is served pursuant to Section 24.8(a), the Purchasers shall endeavor to provide the Company with a copy of such process promptly after delivering service of process in accordance with Section 24.8(a). If Tower has The Parties agree that any delay or may hereafter acquire sovereign immunity failure to comply with this Section 24.8(d) shall in no way constitute a defense of the Company or any other immunity from jurisdiction or legal process or from CanArgo Group Member and the attachment in aid of execution or from execution with respect Company covenants not to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before use any such court, and the introduction failure as a defense of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiverkind.

Appointment of Agent for Service of Process. Tower The Company hereby designates and appoints the CompanyJazz Technologies, having an address at of 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, as its authorized agent upon which service of process may be served in any legal suit, action or proceeding arising out of or relating to this Agreement which may be instituted in any federal or any other Transaction Documentstate court located in the Borough of Manhattan, The City of New York, and further: (a) agrees that service of process upon such agent, and written notice of said service to Tower the Company by the Person serving the same, shall be deemed in every respect effective service of process upon Tower the Company in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the aforementioned courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing;: (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company Jazz Technologies specified above and any domicile the Company Jazz Technologies may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes Warrants remain outstanding and convertible for Underlying Tower Sharesoutstanding, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment, but in no event shall the expiration date of the Warrants; (e) agrees that if for any reason the Company Jazz Technologies (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer cease to have a domicile in the United States of America, Tower the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New IndentureWarrant Agent; and (f) agrees that nothing herein shall affect the right of any Warrantholder or the Holder Warrant Agent to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower the Company in any jurisdiction. If Tower the Company has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents this Agreement in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiver.

Appointment of Agent for Service of Process. Tower (a) Each of the Lien Grantors hereby designates irrevocably designates, appoints, authorizes and appoints the Companyempowers as its agent for service of process, having an address CT Corporation System, at 0000 Xxxxxxxx its offices currently located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxxxx XxxxxXX 00000 (the “Process Agent”), Xxxxxxxxxx 00000, as its authorized agent upon which to accept and acknowledge for and on behalf of such Lien Grantor service of process any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. With respect to this Agreement or each Lien Grantor, such designation and appointment shall be irrevocable until all of its Transaction Liens have been released pursuant to Section 15. Each of the Lien Grantors covenants and agrees that it shall take any other Transaction Documentand all reasonable action, including the execution and further:filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (ab) agrees Each of the Lien Grantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 21 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Secured Parties and the Administrative Agent agree that service of process upon such agentto the extent lawful and possible, and written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Tower by each Lien Grantor, care of the Person serving Borrower, at the Borrower’s address specified in or pursuant to Section 9.01 of the Credit Agreement or to any other address of which such Lien Grantor shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each of the Lien Grantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 21 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to such Lien Grantor at the address of the Borrower specified in or pursuant to Section 9.01 of the Credit Agreement or to any other address of which such Lien Grantor shall have given written notice to the Administrative Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Each of the Lien Grantors agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 itself in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to itself. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower The Company hereby designates irrevocably designates, appoints and appoints the Companyempowers [ ] with offices currently at [ ] as their designee, having an address at 0000 Xxxxxxxx Xxxxappointee and agent to receive, Xxxxxxx Xxxxxaccept and acknowledge for and on their behalf, Xxxxxxxxxx 00000and their properties, as its authorized agent upon which assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against them in any such United States or state court located in the Borough of Manhattan, The City of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentadditional agreement and that may be made on such designee, appointee and further: (a) agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees that service to designate a new designee, appointee and agent in the Borough of process upon such agentManhattan, The City of New York on the terms and written notice for the purposes of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, this Section. The Company further hereby irrevocably consents and irrevocably consents, to the fullest extent it may effectively do so under applicable law, agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) or by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters to service any such legal process, summons, notices and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower it in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that 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 Indenture or the Notes brought in the United States federal courts located in the Borough of Manhattan, The City of New York or the courts of the State of New York located in the Borough of Manhattan, The City of New York and final evidence hereby further irrevocably and unconditionally waives and 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 such waiverthis Section shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the "Authorized Agent") to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, 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 relating to in connection with this Agreement or any other Transaction Documentthe International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company or Selling Shareholders, respectively, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 fullest extent it may effectively do so under applicable law, U.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 of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company and Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the "Authorized Agent") to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, 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 relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company or Selling Shareholders, respectively, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 fullest extent it may effectively do so under applicable law, 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 of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company and Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 any New York Court and final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower (a) The Company hereby designates irrevocably designates, appoints, authorizes and appoints the Company, having an address at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, empowers as its authorized agent upon which for service of process United Corporate Services, Inc., at its offices currently located at 00 Xxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxx 00000 (the “Process Agent”), to accept and acknowledge for and on behalf of the Company service of any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. With respect to this Agreement or any other the Company, such designation and appointment shall be irrevocable until all of the Transaction Document, Liens have been released pursuant to Section 15. The Company covenants and further: (a) agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, it shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all reasonable action, including the execution and filing of any and all such instruments and documents, as that may be necessary to continue such designation the foregoing designations and appointment appointments in full force and effect for so long as and to cause the New Notes remain outstanding Process Agent to continue to act in such capacity. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 21 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Secured Parties and convertible for Underlying Tower Sharesthe Collateral Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or until certified airmail, postage prepaid, return receipt requested and by regular first class mail, to the designation and irrevocable appointment Company, at the Company’s address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which the Company shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 21 by the mailing of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the Company (at its address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any successor agent for this purpose) other address of which the Company shall cease have given written notice to act as agent for the Collateral Agent, which service of process as provided above or shall no longer have a domicile be effective 14 days after deposit in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) Postal Service. The Company agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court service (i) shall, to the fullest extent permitted by applicable law, be conclusive deemed in every respect effective service of process upon itself in any such suit, action or proceeding and final evidence (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itself. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower hereby designates Each of the Company and Selling Shareholders further, by its execution and delivery of this Agreement, irrevocably designates, appoints the Companyand empowers CT Corporation System, having an address at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on its behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against the Company with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) 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 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 further agrees that that, to the extent permitted by law, proper service of process upon such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent hereunder shall cease to be available to act as such, the Company 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 fullest extent it may effectively do so under applicable law, Representative. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company at the address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower the Company in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any New York Court and final evidence of hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such waivercourt 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. Tower hereby designates The Company and appoints the CompanyBNDES, having an address at 0000 Xxxxxxxx Xxxxacting solely in its own capacity, Xxxxxxx Xxxxxfurther, Xxxxxxxxxx 00000by their respective execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 1633 Broadway, New York, New York 10019 as its authorized agent upon which their designee, appointee and axxxxxxxxx xxxxx xx xxxxxxx xxx xxx xx xheir behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against the Company or BNDES, in its own capacity, as the case may be, with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees it being understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately without any further action on the part of the Company or BNDES, as the case may be. The Company and BNDES, acting solely in its own capacity, represent to each Underwriter that they have notified CT Corporation System of such designation and appointment and that CT Corporation System has accepted the same. The Company and BNDES, acting solely in its own capacity, further agree that, to the extent permitted by law, proper service of process upon such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving Company or BNDES, as the samecase may be, pursuant to Section 12, shall be deemed in every respect effective service of process upon Tower the Company or BNDES, as the case may be, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent hereunder shall cease to be available to act as such, the Company and 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 15 reasonably satisfactory to the fullest extent it may effectively do so under applicable law, Representatives. The Company and 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 BNDES, as the case may be, by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in 15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized agent Company or successor authorized agentBNDES, as the case may be, at the respective address specified in or designated pursuant to this Agreement. The Company and BNDES agree that the failure of any such designee, appointee and agent to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company and each of the Selling Shareholders or bring actions, suits or proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity the Company or any of the Selling Shareholders, as the case may be, in such other immunity from jurisdiction or legal process or from the attachment jurisdictions, and in aid of execution or from execution with respect to itself or such manner, as may be permitted by applicable law. The Company and BNDES, acting solely in its propertyown capacity, it hereby irrevocably waives and unconditionally waive, to the fullest extent permitted under applicable law such immunity 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 respect of its obligations under the Transaction Documents in any action that may be instituted connection with this Agreement brought in the state and federal courts sitting located in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon New York or the execution hereof without any further act by any courts of the parties heretoState of New York located in The City of New York, before any such court, New York and the introduction of a true copy of this Agreement into evidence hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court shallthat any such action, to the fullest extent permitted by applicable law, be conclusive and final evidence of suit or proceeding brought in any such waivercourt has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. Tower The Company hereby designates irrevocably designates, appoints and appoints the Companyempowers CT Corporation System with offices currently at 000 Xxxxxx Xxxxxx, having an address at 0000 Xxxxxxxx Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx Xxx Xxxx 00000, as its authorized designee, appointee and agent upon which to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against it in any Specified Court with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentadditional agreement and that may be made on such designee, appointee and further: (a) agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees that service to designate a new designee, appointee and agent in the County of process upon such agent, New York on the terms and written notice for the purposes of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, this Section 17 satisfactory to the fullest extent it may effectively do so under applicable law, Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in 17 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) or by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters to service any such legal process, summons, notices and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower it in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that 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 any transactions contemplated hereby brought in any Specified Court and final evidence hereby further irrevocably and unconditionally waives and 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 such waiverthis Section 17 shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. Tower (i) The Company hereby designates and irrevocably appoints the CompanyCT Corporation System, having with an address office at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx XX 00000, as its respective authorized agent upon which (in such capacity, the “NY Process Agent”) with all powers necessary to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any legal suit, action or proceeding arising out of or relating to this Agreement and the other Loan Documents in any of the courts in and of the State of New York. Such service may be made by mailing or delivering a copy of such process to the Company in care of the NY Process Agent at the NY Process Agent’s address and the Company hereby irrevocably authorizes and directs the NY Process Agent to accept such service on their behalf and agree that the failure of the NY Process Agent to give any other Transaction Document, and further: (a) agrees that service of process upon such agent, and written notice of said any such service to Tower by the Person serving Company shall not impair or affect the same, shall be deemed in every respect effective validity of such service or of process upon Tower any judgment rendered in any such suit, action or proceedingproceeding based thereon. As an alternative method of service, and the Company also irrevocably consents, to the fullest extent it may effectively do so under applicable law, consents to the service of any and all process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, of such process to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit Company at its address specified on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if signature page hereof. If for any reason the Company (or any successor agent for this purpose) CT Corporation System shall cease to act as NY Process Agent, the Company shall appoint forthwith, in the manner provided for herein, a successor NY Process Agent qualified to act as an agent for service of process as provided above or shall no longer have a domicile with respect to all courts in and of the United States State of America, Tower will promptly appoint a successor agent for this purpose reasonably New York acceptable to the trustee under the New Indenture; andLender. (fii) agrees that nothing herein Nothing in this Section 10.13(e) shall affect the right of the Holder Lender to serve legal process in any other manner permitted by law or limit the right of the Lender to commence legal proceedings bring any action or otherwise proceed proceeding against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself Company or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted property in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiverother jurisdictions.

Appointment of Agent for Service of Process. Tower (a) The Company hereby irrevocably designates and appoints appoints, and shall cause the Companyother CanArgo Group Members to irrevocably designate and appoint Satterlee Stephens Burke & Burke LLP, having an address at 0000 Xxxxxxxx its office at 230 Paxx Xxxxxx, Xxxxx 0000, Xew Xxxx, Xxxxxxx XxxxxN.Y. 10169, Attention: Xxxxx X Xxxxxxxxxx 00000Xxx., as xx xxx xxx their authorized agent, tx xxxxxx xxx xxxxxwledge on its authorized agent upon which behalf service of any and all legal process which may be served in any legal suit, action or proceeding arising out referred to in Section 23.7 above in any federal or New York State court sitting in the Borough of or relating Manhattan, New York City. The Company represents and warrants that such agent has agreed to this Agreement accept such appointment. Said designation and appointment shall not be revocable by the Company or any other Transaction DocumentCanArgo Group Member until all principal, interest and other amounts payable on the Notes shall have been paid in full in accordance with the provisions thereof. If such agent shall cease to act as agent, the Company shall, and further:shall cause the other CanArgo Group Members to, designate irrevocably and appoint without delay another such agent. (ab) agrees that The Company hereby consents, and shall cause the other CanArgo Group Members to consent to process being served in any suit, action or proceeding referred to in Section 23.7 in any federal or New York State court sitting in the Borough of Manhattan, New York City by service of process upon such agentits agent appointed as provided in subsection (a) above; provided that, to the extent lawful and written possible, -43- notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to Tower such Person at its address. The Company hereby irrevocably waives, and shall cause the other CanArgo Group Members to irrevocably waive, to the fullest extent permitted by the Person serving the samelaw, all claim of error by reason of service in such manner and agrees that such service shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Person in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidand shall, to the above-mentioned authorized agent or successor authorized agentfullest extent permitted by law, as the case may be, constitute valid and personal service upon and personal delivery to such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner;Person. (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have Nothing in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein Section 23.8 shall affect the right of the Holder Purchasers to serve process in any other manner permitted by law or limit the right of the Purchasers to commence legal bring proceedings against the Company or otherwise proceed against Tower any Material Subsidiary in the courts of any jurisdictionjurisdiction or jurisdictions. (d) In the event process is served pursuant to Section 23.8(a), the Purchasers shall endeavor to provide the Company with a copy of such process promptly after delivering service of process in accordance with Section 23.8(a). If Tower has The Parties agree that any delay or may hereafter acquire sovereign immunity failure to comply with this Section 23.8(d) shall in no way constitute a defense of the Company or any other immunity from jurisdiction or legal process or from CanArgo Group Member and the attachment in aid of execution or from execution with respect Company covenants not to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before use any such court, and the introduction failure as a defense of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiverkind.

Appointment of Agent for Service of Process. Tower The Company hereby designates irrevocably designates, appoints and appoints the Companyempowers CT Corporation System, having an address with offices currently at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Xxx Xxxx 00000 (the “Agent”) as its authorized designee, appointee and agent upon which to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against it in any such United States or state court located in the County of New York with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentadditional agreement and that may be made on such designee, appointee and further: (a) agrees that service of process upon agent in accordance with legal procedures prescribed for such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in courts. If for any reason any such suitdesignee, action or proceedingappointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate a new designee, appointee and irrevocably consents, agent in the County of New York on the terms and for the purposes of this Section 11 satisfactory to the fullest extent it may effectively do so under applicable law, Underwriters. The Company further hereby irrevocably consents and agrees to the service of process of any of the courts referred to in Section 13 and all legal process, summons, notices and documents in any such suitaction, action suit or proceeding against it by serving a copy thereof upon the 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) or by mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right holders of the Holder Securities and the Underwriters to serve process service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower them in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that 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 any additional agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and final evidence of hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such waivercourt 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. Tower hereby designates (a) Each of the Original Issuer, the Issuer and appoints the CompanyGuarantor agrees that it shall, having at all times while this Agreement remains in effect, maintain an address at 0000 Xxxxxxxx Xxxxagent for service of process in the Borough of Manhattan, Xxxxxxx XxxxxNew York City, Xxxxxxxxxx 00000State of New York. Pursuant to the Existing NPFA, each of the Original Issuer, the Issuer and the Guarantor has designated, appointed, authorized and empowered, and shall continue to designate, appoint, authorize and empower in accordance with this Section 10.11, as its authorized agent upon which for service of process process, CT Corporation System (the “Process Agent”) at its offices currently located at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 to receive for and on behalf of the Original Issuer, the Issuer and the Guarantor service of any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out of or relating to this Agreement the Financing Documents in any New York State or Federal court sitting in The State of New York. Prior to terminating any other Transaction Documentappointment of any Process Agent, the Original Issuer, the Issuer and further:the Guarantor shall ensure that a replacement Process Agent meeting the requirements set forth herein shall have accepted its appointment and evidence thereof shall have been provided to the Administrative Agent. (ab) In lieu of service upon its agent, each of the Original Issuer, the Issuer and the Guarantor consents to process being served in any suit, action or proceeding relating hereto by mailing a copy thereof by overnight courier, postage prepaid, to its address designated pursuant to Section 10.01. Each of the Original Issuer, the Issuer and the Guarantor agrees that such service of process upon such agent, and written notice of said service to Tower by the Person serving the same, (1) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b2) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to it. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower hereby designates (a) Each of the Issuer and appoints the CompanyGuarantor agrees that it shall, having at all times while this Agreement remains in effect, maintain an address at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, as its authorized agent upon which for service of process in the Borough of Manhattan, New York City, State of New York. Each of the Issuer and the Guarantor hereby initially designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System (the "PROCESS AGENT") at its offices currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 to receive for and on behalf of the Issuer and the Guarantor service of any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out of or relating to this Agreement the Financing Documents in any New York State or Federal court sitting in The State of New York. Prior to terminating any other Transaction Documentappointment of any Process Agent appointed hereunder, the Issuer and further:the Guarantor shall ensure that a replacement Process Agent meeting the requirements set forth herein shall have accepted its appointment and evidence thereof shall have been provided to the Administrative Agent. (ab) In lieu of service upon its agent, each of the Issuer and the Guarantor consents to process being served in any suit, action or proceeding relating hereto by mailing a copy thereof by overnight courier, postage prepaid, to its address designated pursuant to Section 10.01. Each of the Issuer and the Guarantor agrees that such service of process upon such agent, and written notice of said service to Tower by the Person serving the same, (1) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b2) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to it. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower The Company hereby designates and appoints the CompanyC T Corporation System, having an address acting through its office at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx (or such other address in the Borough of Manhattan, Xxxxxxxxxx 00000The City of New York, as such agent shall furnish in writing to the Trustee) as its authorized agent (the "Authorized Agent") upon which service of process may be served in any legal suit, action or proceeding arising out against it with respect to its obligations under this Indenture or the Securities of any series, as the case may be, instituted in any federal or relating to this Agreement or state court in the Borough of Manhattan, The City of New York by the Holder of any other Transaction DocumentSecurity, and further: (a) agrees that service of process upon such agentthe Authorized Agent, and together with written notice of said service mailed or delivered to Tower by the Person serving the sameCompany, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon Tower the Company in any such suit, legal action or proceeding, and the Company hereby irrevocably consentssubmits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives, to the fullest extent it may effectively do so under applicable lawso, any objection it may have to the service laying of process the venue of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the courts referred to in Section 13 in any such suit, action Securities or proceeding of this Indenture until the appointment of a successor Authorized Agent by the mailing Company and such successor's acceptance of copies thereof by registered such appointment. The Company reserves the right to appoint another Person located, or certified mailwith an office, postage prepaidin the Borough of Manhattan, to the above-mentioned authorized agent or successor authorized agentThe City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the case may beappointment of the prior Authorized Agent shall terminate. If for any reason C T Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicileThe City of New York, the domicile of Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) further agrees to take any and all action, including the execution and filing of any and all such documents and instruments and documents, as may be necessary to continue such designation and appointment of such agent or successor in full force and effect for so as long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiverrequired hereunder.

Appointment of Agent for Service of Process. Tower The Company hereby designates irrevocably designates, appoints and appoints the Companyempowers Cogency Global Inc. with offices currently at 00 X. 00xx Xxxxxx, having an address at 0000 Xxxxxxxx 00xx Xxxxx, Xxx Xxxx, Xxxxxxx XxxxxXX 00000 as their designee, Xxxxxxxxxx 00000appointee and agent to receive, as its authorized agent upon which accept and acknowledge for and on their behalf, and their properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against them in any such United States or state court located in the Borough of Manhattan, The City of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentadditional agreement and that may be made on such designee, appointee and further: (a) agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees that service to designate a new designee, appointee and agent in the Borough of process upon such agentManhattan, The City of New York on the terms and written notice for the purposes of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, this Section. The Company further hereby irrevocably consents and irrevocably consents, to the fullest extent it may effectively do so under applicable law, agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) or by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Initial Purchasers to service any such legal process, summons, notices and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower it in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that 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 Securities brought in the United States federal courts located in the Borough of Manhattan, The City of New York or the courts of the State of New York located in the Borough of Manhattan, The City of New York and final evidence hereby further irrevocably and unconditionally waives and 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 such waiverthis clause shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. Tower (a) The Borrower hereby designates irrevocably designates, appoints, authorizes and appoints the Companyempowers as its agent for service of process, having an address CT Corporation System, at 0000 Xxxxxxxx its offices currently located at 110 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxxxx XxxxxXX 00000 (the “Process Agent”), Xxxxxxxxxx 00000, as its authorized agent upon which to accept and acknowledge for and on behalf of the Borrower service of process any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. Such designation and appointment shall be irrevocable until all principal of and interest on the Loans and other sums payable under the Loan Documents shall have been paid in full in accordance with the provisions thereof. The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to this Agreement or any other Transaction Document, continue the foregoing designations and further:appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (ab) agrees The Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that service of process upon such agentto the extent lawful and possible, and written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Tower by the Person serving Borrower at its address specified in or pursuant to Section 9.01 or to any other address of which the Borrower shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Borrower specified in or pursuant to Section 9.01 or to any other address of which the Borrower shall have given written notice to the Administrative Agent, which service shall be effective 14 days after deposit in the United States Postal Service. The Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Borrower in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to the Borrower. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower (a) The Borrower hereby designates irrevocably designates, appoints, authorizes and appoints the Companyempowers as its agent for service of process, having an address CT Corporation System, at 0000 Xxxxxxxx its offices currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx 00000 (the “Process Agent”), Xxxxxxxxxx 00000, as to accept and acknowledge for and on its authorized agent upon which behalf service of process any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York Court. Such designation and appointment shall be irrevocable until all principal of or relating and interest on the Loans and other sums payable under the Loan Documents shall have been paid in full in accordance with the provisions thereof. The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to this Agreement or any other Transaction Document, continue the foregoing designation and further:appointment in full force and effect and to cause the Process Agent to continue to act in such capacity. (ab) agrees that service The Borrower consents to process being served in any suit, action or proceeding of process the nature referred to in Section 9.09 by serving a copy thereof upon such agentthe Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that, to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by internationally recognized overnight courier, postage prepaid, return receipt requested, to Tower by the Person serving Borrower at the address specified in or pursuant to Section 9.01 or to any other address of which the Borrower shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Borrower specified in or pursuant to Section 9.01 or to any other address of which the Borrower shall have given written notice to the Administrative Agent, which service shall be effective 14 days after deposit in the mail. The Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Borrower in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to the Borrower. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower (a) the Guarantor hereby designates irrevocably designates, appoints, authorizes and appoints the Companyempowers as its agent for service of process, having an address CT Corporation System, at its offices currently located at 0000 Xxxxxxxx Xxxxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx 00000 (the "Process Agent"), Xxxxxxxxxx 00000, as its authorized agent upon which to accept and acknowledge for and on behalf of the Guarantor ------------- service of process any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. Such designation and appointment shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with the provisions thereof. the Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to this Agreement or any other Transaction Document, continue the foregoing designations and further:appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (ab) agrees The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that service of process upon such agentto the extent lawful and possible, and written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Tower by the Person serving Guarantor at its address specified in or pursuant to Section 4.02 or to any other address of which the Guarantor shall have given written notice to the Administrative Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Guarantor specified in or pursuant to Section 4.02, which service shall be effective 5 days after deposit in the United States Postal Service. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Guarantor in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower (a) Each of the Guarantors hereby designates irrevocably designates, appoints, authorizes and appoints the Company, having an address at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, empowers as its authorized agent upon which for service of process United Corporate Services, Inc., at its offices currently located at 00 Xxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxx 00000 (the “Process Agent”), to accept and acknowledge for and on behalf of such Guarantor service of any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. Such designation and appointment shall be irrevocable until all of the Release Conditions have been satisfied. Each of the Guarantors covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to this Agreement or any other Transaction Document, continue the foregoing designations and further:appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (ab) agrees that service Each of the Guarantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 9 by serving a copy thereof upon such agentthe Process Agent. Without prejudice to the foregoing, the Guaranteed Parties and the Collateral Agent agree that, to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Tower by each Guarantor, care of the Person serving Company, at the Company’s address specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which a Guarantor shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each of the Guarantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 10 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to such Guarantor, at the address of the Company specified in or pursuant to Section 9.2 of the Securities Purchase Agreement or to any other address of which such Guarantor shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Each of the Guarantors agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 itself in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to itself. (c) Nothing in this Section shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower (i) Each Company hereby designates irrevocably designates, appoints, authorizes and appoints the Company, having an address at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, empowers as its authorized agent upon which for service of process United Corporate Services, Inc., at its offices currently located at 00 Xxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxx 00000 (the “Process Agent”), to accept and acknowledge for and on behalf of such Company service of any and all process, notices or other documents that may be served in any legal suit, action or proceeding arising out relating hereto in any New York State or Federal court sitting in the State of or relating New York. With respect to this Agreement or each Company, such designation and appointment shall be irrevocable until all Obligations have been paid in full in cash. Each Company covenants and agrees that it shall take any other Transaction Documentand all reasonable action, including the execution and further:filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (aii) agrees Each Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 20(b) by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Collateral Agent and the other Senior Claimholders agree that service of process upon such agentto the extent lawful and possible, and written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Tower by the Person serving Companies, at the Companies respective addresses specified in or pursuant to Section 14 hereof or to any other address of which any Company shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 20(b) by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to such Company at its address specified in or pursuant to Section 14 hereof or to any other address of which such Company shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Each Company agrees that such service (i) shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 itself in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; and (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purposeii) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive taken and final evidence held to be valid personal service upon and personal delivery to itself. (iii) Nothing in this Section 20(c) shall affect the right of such waiverany party hereto to serve process in any manner permitted by law, or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Appointment of Agent for Service of Process. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the "Authorized Agent") to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, 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 relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany or Selling Shareholders pursuant to Section 16, shall be deemed in every respect effective service of process upon Tower the Company or Selling Shareholders, respectively, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 14 reasonably satisfactory to the fullest extent it may effectively do so under applicable law, International 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 of any of the courts referred to in this Section 13 in 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above International Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 7 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 8 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company and Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 any New York Court and final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower (a) The Company hereby irrevocably designates and appoints appoints, and shall cause the Companyother CanArgo Group Members to irrevocably designate and appoint Satterlee Stephens Burke & Burke LLP, having an address at 0000 Xxxxxxxx Xxxxits office at 000 Xxxx Xxxxxx, Xxxxxxx XxxxxXxxxx 0130, Xxx York, N.Y. 10169, Attexxxxx: Xxxxx X Xxxxxxxxxx 00000Xxx., as xx xxx xxx their authorized agxxx, xx xxxxxx xxx acknowledge on its authorized agent upon which behalf service of any and all legal process which may be served in any legal suit, action or proceeding arising out referred to in Section 23.7 above in any federal or New York State court sitting in the Borough of or relating Manhattan, New York City. The Company represents and warrants that such agent has agreed to this Agreement accept such appointment. Said designation and appointment shall not be revocable by the Company or any other Transaction DocumentCanArgo Group Member until all principal, interest and other amounts payable on the Notes shall have been paid in full in accordance with the provisions thereof. If such agent shall cease to act as agent, the Company shall, and further:shall cause the other CanArgo Group Members to, designate irrevocably and appoint without delay another such agent. (ab) agrees that The Company hereby consents, and shall cause the other CanArgo Group Members to consent to process being served in any suit, action or proceeding referred to in Section 23.7 in any federal or New York State court sitting in the Borough of Manhattan, New York City by service of process upon such agentits agent appointed as provided in subsection (a) above; provided that, to the extent lawful and written possible, -43- notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to Tower such Person at its address. The Company hereby irrevocably waives, and shall cause the other CanArgo Group Members to irrevocably waive, to the fullest extent permitted by the Person serving the samelaw, all claim of error by reason of service in such manner and agrees that such service shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 Person in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidand shall, to the above-mentioned authorized agent or successor authorized agentfullest extent permitted by law, as the case may be, constitute valid and personal service upon and personal delivery to such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner;Person. (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have Nothing in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein Section 23.8 shall affect the right of the Holder Purchasers to serve process in any other manner permitted by law or limit the right of the Purchasers to commence legal bring proceedings against the Company or otherwise proceed against Tower any Material Subsidiary in the courts of any jurisdictionjurisdiction or jurisdictions. (d) In the event process is served pursuant to Section 23.8(a), the Purchasers shall endeavor to provide the Company with a copy of such process promptly after delivering service of process in accordance with Section 23.8(a). If Tower has The Parties agree that any delay or may hereafter acquire sovereign immunity failure to comply with this Section 23.8(d) shall in no way constitute a defense of the Company or any other immunity from jurisdiction or legal process or from CanArgo Group Member and the attachment in aid of execution or from execution with respect Company covenants not to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before use any such court, and the introduction failure as a defense of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiverkind.

Appointment of Agent for Service of Process. Tower Each of the parties hereto, other than the Depositor, hereby designates consents to the service of process by mail. The Depositor hereby irrevocably designates, appoints and appoints empowers National Corporate Research (the Company“Process Agent”), having an address with offices on the date hereof at 0000 Xxxxxxxx 10 East 40th Street, 00xx Xxxxx, Xxx Xxxx, Xxxxxxx XxxxxXX, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx, as its authorized designee, appointee and agent upon which to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suit, action or proceeding arising out of or relating to this Agreement brought against it in any International Arbitration or the United States District Court for the District of Delaware for the purpose of confirming or enforcing an arbitral award in the State of Delaware and that may be made on such designee, appointee and agent in accordance with legal procedures 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 in any International Arbitration, or any other Transaction Documentaction, and further: (a) agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower suit or proceeding brought against it in any Delaware Court arising out of or relating to this Agreement and that may be made on such suitdesignee, action appointee and agent in accordance with legal procedures prescribed for such arbitral tribunal or proceedingcourts. If for any reason such designee, appointee and irrevocably consentsagent hereunder shall cease to be available to act as such, each of the Depositor agrees to designate a new designee, appointee and agent in the County of Newcastle on the terms and for the purposes of this Section 56 satisfactory to the fullest extent it may effectively do so under applicable lawOwner Trustee, the Beneficial Owner and the Administrator. The Depositor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by (i) serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in 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 suitlegal process, action summons, notices or proceeding documents with respect to the Depositor at the offices of the Attorney General for the State of Rio de Janeiro (Procurador Geral do Estado) 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 the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Depositor at the Office of the RJS Attorney General or to the Depositor at the address specified in or designated pursuant to this Agreement; provided, that if such service of any legal process, summons, notices and documents, with respect to the Depositor is issued or delivered in connection with any action or proceeding brought in any court, then such service of legal process, summons, notices and documents to the Office of the RJS Attorney General shall be delivered by any means permissible under Brazilian law. The Issuer agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicileway be deemed to limit the ability of the Owner Trustee, the domicile of Beneficial Owner and the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder Administrator to serve process any such legal process, summons, notices and documents in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdictionApplicable Law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy provisions of this Agreement into evidence Section 56 shall survive any termination of this Agreement, in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiverwhole or in part.

Appointment of Agent for Service of Process. Tower NBG hereby designates irrevocably designates, appoints, and appoints empowers Corporation Services Company (the Company“Process Agent”), having an address with offices at 0000 Xxxxxxxx Xxxxxx xx Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx Xxx Xxxx 00000, as its authorized designee, appointee and agent upon which to receive, accept and acknowledge for and on their behalf, and their respective properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against it in any court of the State of New York or 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 relating to in connection with this Agreement or and that may be made on such designee, appointee and agent in accordance with the legal procedures prescribed for such courts. If for any other Transaction Documentreason such designee, appointee and further: agent hereunder shall cease to be available to act as such, NBG agrees to designate a new designee, appointee and agent in the City of New York on the terms and for the purposes of this Section 16 (ab) agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, reasonably satisfactory to the fullest extent it may effectively do so under applicable law, Underwriters. NBG further hereby irrevocably consents and agrees to the service of process of any of the courts referred to in Section 13 and all legal process, summons, notices and documents in any such suitaction, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agent, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions against each of them by suit on serving a copy thereof upon the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as relevant agent for service of process referred to in this Section 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) with a copy to them as provided above in Section 13. NBG agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall no longer have a domicile in any way be deemed to limit the United States ability of Americathe holders of the Securities, Tower will promptly appoint a successor agent for this purpose reasonably acceptable the Representatives and the other persons referred to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder Sections 7 and 8 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over NBG or bring actions, suits or proceedings or otherwise proceed against Tower it in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any such other immunity from jurisdiction or legal process or from the attachment jurisdictions, and in aid of execution or from execution with respect to itself or its propertysuch manner, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that as may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, to the fullest extent permitted by applicable law, be conclusive and final evidence of such waiver.

Appointment of Agent for Service of Process. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the "Authorized Agent") to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, 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 relating to in connection with this Agreement or any other Transaction Documentthe International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company or Selling Shareholders, respectively, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 fullest extent it may effectively do so under applicable law, 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 of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company and Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, 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 relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company or Selling Shareholders, respectively, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 fullest extent it may effectively do so under applicable law, 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 of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company and Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 any New York Court and final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower (a) The Company hereby designates irrevocably consent and appoints agree to the Company, having an address at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, as its authorized agent upon which service of process any and all legal process, summons, notices and documents in any such action, suit or proceeding brought against them by any Underwriter or its Affiliates with respect to their obligations, liabilities or any other matter arising out of or in connection with this Agreement, by serving a copy thereof upon any employee of any of the Company (in such capacity, the “Company Process Agent”) at any business location that any the Company may maintain from time to time in the United States. (b) If at any time any of the Company has or maintains a business location in the State of New York (such person, the “New York Presence Obligor”), then the Company shall, within 30 days after such location is opened, is acquired or otherwise exists, irrevocably designate, appoint and empower the New York Presence Obligor as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against any of them by any Underwriter or its Affiliates in any United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures described for such courts (the “New York Process Agent”). (c) If at any time either (i) the Company does not maintain a bona fide business location in the State of New York or (ii) a New York Presence Obligor exists but the Company fail to satisfy its obligations under the foregoing paragraph (b), then the Company shall promptly (and in any event within 10 days) irrevocably designate, appoint and empower CT Corporation System, with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other third party corporate service provider of national standing as may be reasonably acceptable to the Representatives), as their designee, appointee and agent to receive, accept and acknowledge for and on their behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against them by any Underwriter or its Affiliates in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other Transaction Documentmatter arising out of or in connection with this Agreement and that may be made on such designee, appointee and further:agent in accordance with legal procedures prescribed for such courts (the “Third Party Process Agent”; each of the Company, the New York Process Agent or the Third Party Process Agent, a “Process Agent”) and pay all fees and expenses required by the Third Party Process Agent in connection therewith. If for any reason such Third Party Process Agent hereunder shall cease to be available to act as such, the Company agrees to designate a new Third Party Process Agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. (ad) The Company further hereby irrevocably consents and agrees that service of process upon such agent, and written notice of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process any and all legal process, summons, notices and documents in any such action, suit or proceeding against any of them by (i) serving a copy thereof upon any of the courts referred to relevant Process Agents specified in Section 13 in any such suitclauses (a) through (c) above, action or proceeding (ii) or by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized agent Company, at its address specified in or successor authorized agentdesignated pursuant to this Agreement. The Company agrees that the failure of any Process Agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, the domicile of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment;based thereon. (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing Nothing herein shall affect in any way be deemed to limit the right ability of the Holder any Underwriter to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from obtain jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by over any of the parties heretoCompany or bring actions, before any suits or proceedings against it in such courtother jurisdictions, and the introduction of a true copy of this Agreement into evidence in any such court shallmanner, as may be permitted by applicable law. (f) The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and final evidence hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (g) The provisions of such waiverthis Section 17 shall survive any termination of this Agreement, in whole or in part, and shall survive delivery and payment for the Securities.

Appointment of Agent for Service of Process. Tower hereby designates Each of the Company and each Selling Shareholder further, by its execution and delivery of this Agreement, irrevocably designates, appoints the Companyand empowers CT Corporation System, having an address at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Xxx Xxxx as its designee, appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on its behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against it with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) 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 each Selling 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. Each of the Company and each Selling Shareholder further agrees that that, to the extent permitted by law, proper service of process upon such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving Company or the sameSelling Shareholders, as the case may be, pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower in any such suit, action the Company or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agentSelling Shareholders, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates available to act as its domicilesuch, the domicile Each of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) each Selling Shareholder agrees to take any designate a new designee, appointee and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough New York on the terms and for the purposes of Manhattanthis Section 13 reasonably satisfactory to the Representative. This waiver is intended to be effective upon the execution hereof without any further act by any Each of the parties heretoCompany and each Selling Shareholder further hereby irrevocably consents and agrees to the service of any and all legal process, before any such courtsummons, notices and the introduction of a true copy of this Agreement into evidence documents in any such court shallaction, suit or proceeding against 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 it at the address specified in or designated pursuant to this Agreement. Each of the Company and each Selling 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. Each of the Company and each Selling Shareholder hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any New York Court and final evidence of hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such waivercourt 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. Tower The Company hereby designates irrevocably designates, appoints and appoints the Companyempowers CT Corporation System with offices currently at 000 Xxxxxx Xxxxxx, having an address at 0000 Xxxxxxxx Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx Xxx Xxxx 00000, as its authorized designee, appointee and agent upon which to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against it in any Specified Court with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentadditional agreement and that may be made on such designee, appointee and further: (a) agent in accordance with legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees that service to designate a new designee, appointee and agent in the County of process upon such agent, New York on the terms and written notice for the purposes of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, this Section 18 satisfactory to the fullest extent it may effectively do so under applicable law, Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in 18 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) or by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters to service any such legal process, summons, notices and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower it in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that 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 any transactions contemplated hereby brought in any Specified Court and final evidence hereby further irrevocably and unconditionally waives and 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 such waiverthis Section 18 shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. Tower The Company hereby designates irrevocably designates, appoints and appoints the Companyempowers CT Corporation, having an address with offices currently at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx XX 00000, Xxxxxx Xxxxxx of America, as its authorized their designee, appointee and agent upon which to receive, accept and acknowledge for and on their behalf, and their properties, assets and revenues, service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against them in any such United States or state court located in the County of New York with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any other Transaction Documentreason such designee, appointee and further: (a) agent hereunder shall cease to be available to act as such, the Company agrees that service to designate a new designee, appointee and agent in the County of process upon such agent, New York on the terms and written notice for the purposes of said service to Tower by the Person serving the same, shall be deemed in every respect effective service of process upon Tower in any such suit, action or proceeding, and irrevocably consents, this Section 14 satisfactory to the fullest extent it may effectively do so under applicable law, Representative. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against them by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) or by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Representative to service any such legal process, summons, notices and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower it in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that 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, the Global Shares brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and final evidence hereby further irrevocably and unconditionally waives and 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 such waiverthis paragraph shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. Tower hereby designates The Company further, by its execution and appoints the Companydelivery of this Agreement, having an address at 0000 Xxxxxxxx Xxxxirrevocably designate, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, appoint and empower CT Corporation System as its designee, appointee and authorized agent upon which (the "Authorized Agent") to receive for and on its behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against the Company with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) 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 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 further agrees that that, to the extent permitted by law, proper service of process upon such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany pursuant to this Section 14, shall be deemed in every respect effective service of process upon Tower the Company in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent hereunder shall cease to be available to act as such, the Company 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 14 reasonably satisfactory to the fullest extent it may effectively do so under applicable law, Representative. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in 14 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company at the address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action it shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower the Company in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The 41 Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive 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 any New York Court and final evidence of hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such waivercourt 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. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against the Company or the Selling Shareholders, as the case may be, with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving Company or the sameSelling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company or the Selling Shareholders, as the case may be, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 fullest extent it may effectively do so under applicable law, Representatives. 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 of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower the Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from The Company and the attachment in aid of execution or from execution with respect to itself or its property, it Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 any New York Court and final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower hereby designates The Company further, by its execution and delivery of this Agreement, irrevocably designates, appoints the Companyand empowers CT Corporation System, having an address at 0000 Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on its behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against the Company with respect to their obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) 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 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 further agrees that that, to the extent permitted by law, proper service of process upon such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent hereunder shall cease to be available to act as such, the Company 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 fullest extent it may effectively do so under applicable law, Representative. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized Company at the address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or bring actions, suits or proceedings or otherwise proceed against Tower the Company in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any New York Court and final evidence of hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such waivercourt 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. Tower hereby designates Each of the Company and each Selling Shareholder further, by its execution and delivery of this Agreement, irrevocably designates, appoints the Companyand empowers National Corporate Research, having an address Ltd. (“NCR”) located at 0000 Xxxxxxxx 000 X. 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx XX 00000, as its designee, appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on its behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, action suit or proceeding brought against it with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) it being understood that the designation and appointment of 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 each Selling Shareholder represents to each Underwriter that it has notified NRC of such designation and appointment and that NRC has accepted the same. Each of the Company and each Selling Shareholder further agrees that that, to the extent permitted by law, proper service of process upon such agent, NRC (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving Company or the sameSelling Shareholders, as the case may be, pursuant to Section 16, shall be deemed in every respect effective service of process upon Tower in any such suit, action the Company or proceeding, and irrevocably consents, to the fullest extent it may effectively do so under applicable law, to the service of process of any of the courts referred to in Section 13 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agentSelling Shareholders, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates available to act as its domicilesuch, the domicile each of the Company specified above and any domicile the Company may have in the future as its domicile to receive any notice hereunder (including any service of process); (d) each Selling Shareholder agrees to take any designate a new designee, appointee and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough New York on the terms and for the purposes of Manhattanthis Section 14 reasonably satisfactory to the Representative. This waiver is intended to be effective upon the execution hereof without any further act by any Each of the parties heretoCompany and each Selling Shareholder further hereby irrevocably consents and agrees to the service of any and all legal process, before any such courtsummons, notices and the introduction of a true copy of this Agreement into evidence documents in any such court shallaction, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 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 it at the address specified in or designated pursuant to this Agreement. Each of the Company and each Selling 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. Each of the Company and each Selling Shareholder hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, be conclusive any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any New York Court and final evidence of hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such waivercourt 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. Tower hereby designates The Company and appoints the CompanySelling Shareholders further, having an address at 0000 Xxxxxxxx by their execution and delivery of this Agreement, irrevocably designate, appoint and empower CT Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx XxxxxXxx Xxxx as their designee, Xxxxxxxxxx 00000, as its appointee and authorized agent upon which (the “Authorized Agent”) to receive for and on their behalf service of process any and all legal process, summons, notices and documents that may be served in any legal suitaction, 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 relating to in connection with this Agreement or any other Transaction Documentand that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and further: (a) agrees 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 such agent, CT Corporation System (or its successors as agent for service of process) and written notice of said service to Tower by the Person serving the sameCompany or Selling Shareholders pursuant to Section 15, shall be deemed in every respect effective service of process upon Tower the Company or Selling Shareholders, respectively, in any such suit, action suit or proceeding. If for any reason such designee, appointee and irrevocably consentsagent 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 fullest extent it may effectively do so under applicable law, 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 of any of the courts referred to in this Section 13 in (whether or not the appointment of such agent shall for any reason prove to be ineffective or such suit, action agent shall accept or proceeding acknowledge such service) and by the mailing of copies thereof by registered or certified air mail, postage prepaid, to the above-mentioned authorized 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 or successor authorized agent, as the case may be, to give any notice of such service to become effective 30 days after such mailing; (b) agrees that a final action them shall not impair or affect in any way the validity of such suit service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicile, way be deemed to limit the domicile ability of the Company specified above Underwriters and any domicile the Company may have other persons referred to in the future as its domicile to receive any notice hereunder (including any service of process); (d) agrees to take any Sections 6 and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for so long as the New Notes remain outstanding and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder 7 to serve process any such legal process, summons, notices and documents in any other manner permitted by applicable law or to commence legal obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or otherwise proceed against Tower Selling Shareholders in any jurisdictionsuch other jurisdictions, and in such manner, as may be permitted by applicable law. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it The Company and Selling Shareholders hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that may be instituted in the state and federal courts sitting in The City of New York, Borough of Manhattan. This waiver is intended to be effective upon the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shallunconditionally waive, to the fullest extent permitted by applicable law, be conclusive 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 any New York Court and final evidence of hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such waivercourt 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. Tower The Company hereby designates and appoints the Company, having an address CT Corporation System acting through its office at 0000 Xxxxxxxx Xxxxxxxx, Xxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Xxx Xxxx as its authorized agent (the "Authorized Agent") upon which service of process may be served in any legal suit, action or proceeding arising out against the Company with respect to its obligations under this Indenture or the Securities of any series, instituted in any federal or relating to this Agreement or state court in the Borough of Manhattan, The City of New York by the Holder of any other Transaction Document, Security and further: (a) the Company agrees that service of process upon such agentAuthorized Agent, and together with written notice of said service to Tower the Company by the Person serving the samesame addressed as provided in Section 105, shall be deemed in every respect effective service of process upon Tower the Company in any such suit, legal action or proceeding, and . The Company hereby irrevocably consents, submits to the fullest extent it may effectively do so under applicable law, to the service of process non-exclusive jurisdiction of any such court in respect of the courts referred to in Section 13 in any such suit, legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such designation shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under this Indenture have been paid by the mailing of copies thereof by registered Company or certified mail, postage prepaid, to the above-mentioned authorized agent or successor authorized agentGuarantor, as the case may be, such service to become effective 30 days after such mailing; (b) agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner; (c) designates as its domicileTrustee pursuant to the terms hereof, the domicile Securities and the Guarantee. Notwithstanding the foregoing, the Company reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior Authorized Agent shall terminate. The Company specified above shall give notice to the Trustee and all Holders of the designation by it of a successor Authorized Agent. If for any domicile reason CT Corporation System ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company may have will appoint a successor Authorized Agent in accordance with the future as its domicile to receive any notice hereunder (including any service of process); (d) preceding sentence. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments and documents, as may be necessary to continue such designation and appointment of such agent in full force and effect for so long as the New Notes remain outstanding until this Indenture has been satisfied and convertible for Underlying Tower Shares, or until the designation and irrevocable appointment of a successor authorized agent and such successor’s acceptance of such appointment; (e) agrees that if for any reason the Company (or any successor agent for this purpose) shall cease to act as agent for service discharged. Service of process upon the Authorized Agent addressed to it at the address set forth above, as provided above or shall no longer have a domicile in the United States of America, Tower will promptly appoint a successor agent for this purpose reasonably acceptable to the trustee under the New Indenture; and (f) agrees that nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Tower in any jurisdiction. If Tower has or may hereafter acquire sovereign immunity or any other immunity from jurisdiction or legal process or from the attachment in aid of execution or from execution with respect to itself or its property, it hereby irrevocably waives to the fullest extent permitted under applicable law such immunity in respect of its obligations under the Transaction Documents in any action that address may be instituted in changed within the state and federal courts sitting in Borough of Manhattan, The City of New York, Borough of Manhattan. This waiver is intended to be effective upon York by notice given by the execution hereof without any further act by any of the parties hereto, before any such court, and the introduction of a true copy of this Agreement into evidence in any such court shall, Authorized Agent to the fullest extent permitted by applicable lawTrustee, be conclusive and final evidence together with written notice of such waiverservice mailed or delivered to the Company shall be deemed, in every respect, effective service of process on the Company.