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

Appointment of Agent for Service of Process. (a) the Guarantor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the Guarantor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) 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 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 the 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 the Guarantor in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of any 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. (a) Tower hereby designates and appoints the Guarantor hereby irrevocably designatesCompany, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Process ------- Agent")▇▇▇▇▇, to accept and acknowledge for and on behalf of the Guarantor as its authorized agent upon which service of ----- any and all process, notices or other documents that process may be served in any legal suit, action or proceeding arising out of or relating hereto in to this Agreement or any New York State or Federal court sitting in the State of New York. Such designation other Transaction Document, 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 further: (a) agrees that it shall take any service of process upon such agent, and all reasonable action, including the execution and 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. (b) 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 to the extent lawful and possible, written notice of said service upon to Tower by the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the 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 Person serving 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 Guarantor 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; (iic) 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 taken conclusive and held to be valid personal service upon and personal delivery to the Guarantorfinal evidence of such waiver. (c) Nothing in this Section shall affect the right of any 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. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its [ ] with offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇[ ] as their designee, ▇▇▇ ▇▇▇▇appointee and agent to receive, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the Guarantor their behalf, and their properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against them in any such United States or state court located in the Borough of Manhattan, The City of New York State with respect to their obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement or any additional agreement and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and 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 provisions thereofCompany agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section. the Guarantor covenants The Company further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice relevant agent for service of process referred to in this Section (whether or not the foregoing, the Lenders and the Administrative Agent agree that appointment of such agent shall for any reason prove to the extent lawful and possible, written notice of said service upon the Process Agent be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Company, at its address specified in or designated pursuant to Section 4.02 or this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, 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 nature referred Underwriters to service any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by applicable law or to obtain jurisdiction over the mailing of a copy thereof Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted 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 Serviceapplicable law. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany hereby irrevocably and unconditionally waives, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing 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 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 this Section shall affect the right survive any termination of any party hereto to serve process this Agreement, in any manner permitted by law, whole 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 jurisdictionpart.

Appointment of Agent for Service of Process. (a) Each of the Guarantor Lien Grantors hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on behalf of the Guarantor such Lien Grantor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such With respect to each Lien Grantor, such designation and appointment shall be irrevocable until all Guaranteed Obligations shall of its Transaction Liens have been paid in full in accordance with released pursuant to Section 15. Each of the provisions thereof. the Guarantor Lien Grantors covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor Each of the Lien Grantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 21 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders Secured Parties 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 registered or certified airmail, postage prepaid, return receipt requested, to each Lien Grantor, care of the Guarantor Borrower, at its the Borrower’s address specified in or pursuant to Section 4.02 9.01 of the Credit Agreement or to any other address of which the Guarantor 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 Guarantor Lien Grantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 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 Guarantor Borrower specified in or pursuant to Section 4.029.01 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 5 14 days after deposit in the United States Postal Service. The Guarantor Each of the Lien Grantors agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantoritself. (c) Nothing in this Section shall affect the right of any 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. (a) the Guarantor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the Guarantor service ----- of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) 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 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 the 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 the Guarantor in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of any 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. (a) the Guarantor The Company hereby irrevocably designatesdesignates and appoints Jazz Technologies, appoints, authorizes and empowers as its agent for service having an address of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Process ------- Agent")▇▇▇▇▇, to accept and acknowledge for and on behalf of the Guarantor as its authorized agent upon which service of ----- any and all process, notices or other documents that process may be served in any legal suit, action or proceeding arising out of or relating hereto to this Agreement which may be instituted in any New York State federal or Federal state court sitting located in the State Borough of Manhattan, The City of 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 further: (a) agrees that it shall take any service of process upon such agent, and all reasonable action, including the execution and 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. (b) 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 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 the Guarantor at its address specified in or pursuant to Section 4.02 or to any other address of which Company by 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 Person serving 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 the Guarantor 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 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; (iic) designates as its domicile, the domicile of Jazz Technologies specified above and any domicile 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 Warrants remain outstanding, 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 Jazz Technologies (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above or shall cease to have a domicile in the United States of America, the Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Warrant Agent; and (f) agrees that nothing herein shall affect the right of any Warrantholder or the Warrant Agent to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any jurisdiction. If 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 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 taken conclusive and held to be valid personal service upon and personal delivery to the Guarantorfinal evidence of such waiver. (c) Nothing in this Section shall affect the right of any 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. (a) the Guarantor The Borrower hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT C T Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (such agent, and any successor agent that may be appointed by the "Borrower pursuant to the next sentence, the “Process ------- Agent"”), to accept and acknowledge for and receive on its behalf of the Guarantor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such designation If for any reason such agent shall cease to be available to act as such, the Borrower agrees promptly to designate a new agent satisfactory to the Administrative Agent in the Borough of Manhattan, The City of New York to receive, accept 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 acknowledge on its behalf service of any and all documentsprocess, notices or other documents that may be necessary to continue served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacityState of New York. (b) The Guarantor Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9.09 by serving a copy thereof upon the 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 registered or certified airmailinternationally recognized overnight courier, postage prepaid, return receipt requested, to the Guarantor Borrower at its the address specified in or pursuant to Section 4.02 9.01 or to any other address of which the Guarantor 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 Guarantor Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Guarantor Borrower specified in or pursuant to Section 4.02, 9.01 or to any other address of which service the Borrower shall be effective 5 days after deposit in have given written notice to the United States Postal ServiceAdministrative Agent. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suit, action or proceeding and (ii) shall to To the fullest extent permitted by lawLaw, be taken the Borrower hereby irrevocably waives any objection to such services of process and held further irrevocably waives and agrees not to be valid personal plead or claim in any action or proceeding commenced hereunder that service upon and personal delivery to the Guarantorof process was in any way invalid or ineffective. (c) Nothing in this Section 9.10 shall affect the right of any 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. (a) the Guarantor The Company hereby irrevocably designates, designates and appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at shall cause the other CanArgo Group Members to irrevocably designate and appoint S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & B▇▇▇▇ LLP, at its office at 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, N.Y. 10169, Attention: P▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ (the "Process ------- Agent")Esq., as its and their authorized agent, to accept and acknowledge for and on its behalf of the Guarantor service of ----- any and all process, notices or other documents that legal process which may be served in any suit, action or proceeding relating hereto referred to in Section 24.7 above in any federal or New York State or Federal court sitting in the State Borough of Manhattan, New YorkYork City. Such The Company represents and warrants that such agent has agreed to accept such appointment. Said designation and appointment shall not be irrevocable revocable by the Company or any other CanArgo Group Member until all Guaranteed Obligations 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 Guarantor covenants Company shall, and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in other CanArgo Group Members to, designate irrevocably and appoint without delay another such capacityagent. (b) The Guarantor consents Company hereby consents, and shall cause the other CanArgo Group Members to consent to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 24.7 in any federal or New York State court sitting in the Borough of Manhattan, New York City by serving a copy thereof service of process upon the Process Agent. Without prejudice to the foregoingits agent appointed as provided in subsection (a) above; provided that, the Lenders and the Administrative Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent such agent shall also be mailed by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor such Person at its address specified in or pursuant address. The Company hereby irrevocably waives, and shall cause the other CanArgo Group Members 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 requestedirrevocably waive, to the address fullest extent permitted by law, all claim of the Guarantor specified error by reason of service in or pursuant to Section 4.02, which service shall be effective 5 days after deposit in the United States Postal Service. The Guarantor such manner and agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor such Person in any such suit, action or proceeding and (ii) shall shall, to the fullest extent permitted by law, be taken constitute valid and held to be valid personal service upon and personal delivery to the Guarantorsuch Person. (c) Nothing in this Section 24.8 shall affect the right of any party hereto the Purchasers to serve process in any other manner permitted by law, law or limit any the right that any party hereto may have of the Purchasers to bring proceedings against the Company or any other party hereto Material Subsidiary in the courts of any jurisdiction or jurisdictions. (d) In the event process is served pursuant to enforce 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). The Parties agree that any lawful manner delay or failure to comply with this Section 24.8(d) shall in no way constitute a judgment obtained in one jurisdiction in defense of the Company or any other jurisdictionCanArgo Group Member and the Company covenants not to use any such failure as a defense of any kind.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its System with offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent")▇, as its designee, appointee and agent to receive, accept and acknowledge for and on behalf of the Guarantor its behalf, and its properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against it in any New York State Specified Court with respect to its obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement or any additional agreement and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and 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 provisions thereofCompany agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 17 satisfactory to the Representatives. the Guarantor covenants The Company further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice relevant agent for service of process referred to in this Section 17 (whether or not the foregoing, the Lenders and the Administrative Agent agree that appointment of such agent shall for any reason prove to the extent lawful and possible, written notice of said service upon the Process Agent be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Company at its address specified in or designated pursuant to Section 4.02 or this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, 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 nature referred Underwriters to service any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by applicable law or to obtain jurisdiction over the mailing of a copy thereof Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted 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 Serviceapplicable law. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany hereby irrevocably and unconditionally waives, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing 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 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 this Section 17 shall affect the right survive any termination of any party hereto to serve process this Agreement, in any manner permitted by law, whole 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 jurisdictionpart.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT appoints C T Corporation System, acting through its office at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Trustee) as its authorized agent (the "Process ------- Authorized Agent"), to accept and acknowledge for and on behalf of the Guarantor service of ----- any and all process, notices or other documents that ) upon which process may be served in any suit, legal action or proceeding relating hereto 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 state court in the Borough of Manhattan, The City of New York State or Federal court sitting in by the State Holder of 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 any Security, and agrees that it shall take any and all reasonable action, including the execution and filing service 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. (b) 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 Authorized Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that to the extent lawful and possible, together with written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, delivered to the 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 sameCompany, the Guarantor consents to process being served in any suit, action or proceeding of the nature referred to addressed as provided in Section 4.09 by the mailing of a copy thereof by registered or certified airmail105, 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 the Guarantor Company in any such suitlegal action or proceeding, and the Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and (ii) shall waives, to the fullest extent permitted by lawit may effectively do so, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto objection it may have to bring proceedings against the laying of the venue of any other party hereto 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 Securities or of this Indenture until the appointment of a successor Authorized Agent by the Company and such successor's acceptance of such appointment. The Company reserves the right to appoint another Person located, or with an office, in the courts Borough of Manhattan, The 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 appointment 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, The City of New York, the Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of any jurisdiction and all documents and instruments as may be necessary to continue such designation and appointment of such agent or to enforce successor in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionfull force and effect for as long as required hereunder.

Appointment of Agent for Service of Process. (a) the Guarantor hereby Each of BL and each Pre-Export Borrower (i) irrevocably designates, appoints, authorizes designates and empowers as its agent for service of process, CT Corporation System, appoints BL’s chief financial officer (from time to time) at its BL’s principal executive offices currently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- “Authorized Agent"”), to accept as its agent and acknowledge for and on behalf of the Guarantor service of ----- any and all process, notices or other documents that attorney-in-fact upon which process may be served in any suit, action or proceeding relating hereto related to this Agreement until the date that is one (1) year after the Pre-Export Maturity Date and represents and warrants that the Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to BL or such Pre-Export Borrower, as applicable, mailed or delivered by a recognized international courier service (with proof of delivery) to BL’s Secretary or any Assistant Secretary at BL’s office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, shall be deemed in every respect effective service of process upon BL or such Pre-Export Borrower, as applicable, in any New York State such suit or Federal court sitting in the State proceeding. Subject to clause (b) below, each of New York. Such designation BL 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 each Pre-Export Borrower further agrees that it shall to take any and all reasonable action, including the execution and filing of any and all documentssuch documents and instruments, that as may be necessary to continue such designation and appointment of the foregoing designations and appointments Authorized Agent in full force and effect and to cause the Process Agent to continue to act so long as this Agreement is in such capacity. (b) The Guarantor consents to process being served existence. Nothing herein shall 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 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 the 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 way be deemed in every respect effective service of process upon to limit the Guarantor in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right ability of any party hereto to serve legal process in any other manner permitted by applicable law, and any service of process received by the Authorized Agent on behalf of a Pre-Export Borrower shall, for all purposes under Brazilian law, be deemed to have been received by such Pre-Export Borrower. (b) At any time on or limit any right after the Conversion Date, BL may deliver written notice to the Revolving Administrative Agent, the Pre-Export Administrative Agent and the Pre-Export Borrowers that any party hereto may have to bring proceedings against any other party hereto in BL’s chief financial officer shall no longer act as the courts Authorized Agent on behalf of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.the Pre-Export Borrowers (an “

Appointment of Agent for Service of Process. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- Authorized Agent"), ) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in any New York State connection with this Agreement or Federal court sitting the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or Selling Shareholders 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 same15, 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 the Guarantor Company or Selling Shareholders, respectively, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the 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 referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or Selling Shareholders 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 same15, 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 the Guarantor Company or Selling Shareholders, respectively, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Representatives. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) Each of the Guarantor Guarantors hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of processprocess United Corporate Services, CT Corporation SystemInc., at its offices currently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on behalf of the such Guarantor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such designation and appointment shall be irrevocable until all Guaranteed Obligations shall of the Release Conditions have been paid in full in accordance with satisfied. Each of the provisions thereof. the Guarantor 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor Each of the Guarantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders Guaranteed Parties and the Administrative Collateral Agent agree that 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 each Guarantor, care of the Guarantor Company, at its the Company’s address specified in or pursuant to Section 4.02 9.2 of the Securities Purchase Agreement or to any other address of which the a Guarantor shall have given written notice to the Administrative 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 Guarantor Guarantors consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 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 Guarantor Company specified in or pursuant to Section 4.029.2 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 5 14 days after deposit in the United States Postal Service. The Guarantor Each of the Guarantors agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantoritself. (c) Nothing in this Section shall affect the right of any 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. (a) the Guarantor 23.1 The Pledgor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation SystemUnited Corporate Services, Inc., at its offices currently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on behalf of the Guarantor Pledgor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such With respect to the Pledgor, such designation and appointment shall be irrevocable until all Guaranteed Obligations shall Liens hereunder have been paid in full in accordance with the provisions thereofreleased pursuant to Section 16. the Guarantor The Pledgor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) 23.2 The Guarantor Pledgor consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 22 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders Secured Parties and the Administrative 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 the Guarantor Pledgor, at its the Pledgor’s address specified in or pursuant to Section 4.02 9.2 of the Securities Purchase Agreement or to any other address of which the Guarantor Pledgor shall have given written notice to the Administrative 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 Guarantor Pledgor consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 22 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the Pledgor at its address of the Guarantor specified in or pursuant to Section 4.029.2 of the Securities Purchase Agreement or to any other address of which the Pledgor shall have given written notice to the Collateral Agent, which service shall be effective 5 14 days after deposit in the United States Postal Service. The Guarantor Pledgor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantoritself. (c) 23.3 Nothing in this Section 23 shall affect the right of any 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. (a) By the Guarantor execution and delivery of this Indenture or any amendment or supplement hereto, each of the Company, each Guarantor, Parent and MidCo (i) acknowledges that it hereby irrevocably designates, appoints, authorizes designates and empowers as its agent for service of process, CT Corporation System, at its offices appoints Contact US Teleservices Inc. (“Authorized Agent”) currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent")▇, to accept and acknowledge for and on behalf of the Guarantor service of ----- any and all process, notices or other documents that as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating hereto to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any New York State Federal or Federal state court sitting in the State of New York. Such designation , The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and appointment acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid deemed in full every respect effective service of process upon each of the Company, each Guarantor, Parent and MidCo, as the case may be, in accordance with any such suit, action or proceeding, each of the provisions thereof. the Guarantor covenants Company, each Guarantor, Parent and agrees that it shall MidCo further agree to take any and all reasonable action, including the execution and filing of any and all documents, that such documents and instruments as may be necessary to continue such designation and appointment of the foregoing designations and appointments Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each of the Company, each Guarantor, Parent and MidCo may and shall (to cause the Process extent the Authorized Agent ceases to continue be able to be served on the basis contemplated herein), by written notice to the Trustee and the Collateral Agent, designate such additional or alternative agents for service of process under this Section 13.21 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any of the Company, any Guarantor, Parent and MidCo or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 13.21. Such notice shall identify the name of such capacityagent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantor appointed and acting in accordance with this Section 13.21. (b) The Guarantor Each of the Company, each Guarantor, Parent and MidCo further hereby irrevocably consents and agrees to process being served the service of any and all legal process, summons, notices and documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by (i) serving a copy thereof upon any of the relevant Process Agent. Without prejudice to the foregoingAgents specified in clause (a) above, 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 or (ii) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requestedto each of the Company, to the Guarantor each Guarantor, Parent or MidCo, at its address specified in or designated pursuant to Section 4.02 or to this Indenture. Each of the Company, each Guarantor, Parent and MidCo agrees that the failure of any other address of which the Guarantor shall have given written notice to the Administrative Agent. If said service upon the Process Agent specified in clause (a) above, to give any notice of such service to it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, way the validity of such service or any judgment rendered in any action or proceeding based thereon. (c) Nothing herein shall in any way be deemed to limit the ability of the nature referred Trustee or any Holder to serve any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by the mailing of a copy thereof by registered applicable law or certified airmail, postage prepaid, return receipt requested, to the address obtain jurisdiction over any of the Guarantor specified Company, a Guarantor, Parent or MidCo or bring actions, suits or proceedings against them in or pursuant to Section 4.02such other jurisdictions, which service shall and in such manner, as may be effective 5 days after deposit in permitted by applicable law. (d) Each of the United States Postal Service. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany, action or proceeding each Guarantor, Parent and (ii) shall MidCo hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantorlaying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees 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 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. (ce) Nothing in The provisions of this Section 13.21 shall affect survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the right of any 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 jurisdictionNotes.

Appointment of Agent for Service of Process. (a) the Guarantor hereby The Company and BNDES, acting solely in its own capacity, further, by their respective execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ 1633 Broadway, New York, New York 10019 as their designee, appointee and a▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇heir behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or BNDES, in its own capacity, as the case may be, with respect to its obligations, liabilities or any New York State other matter arising out of or Federal court sitting in connection with this Agreement and that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as such authorized agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served in any suit, action or proceeding part of the nature referred 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 Section 4.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoingits own capacity, the Lenders and the Administrative Agent further agree that that, to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or BNDES, as the case may be, 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 same12, 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 the Guarantor Company or BNDES, as the case may be, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent 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 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 referred to in this Section 15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or BNDES, 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 it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall 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 and each of the Selling Shareholders or bring actions, suits or proceedings against the Company or any of the Selling Shareholders, as the case may be, in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and BNDES, acting solely in its own capacity, hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in any manner permitted by lawconnection with this Agreement brought in the federal courts located in The City of New York, New York or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction the State of New York located in The City of New York, New York and hereby further irrevocably and unconditionally waive and agree not to plead or to enforce claim in any lawful manner a judgment obtained in one jurisdiction such court that any such action, suit or proceeding brought in any other jurisdictionsuch court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, appoints CT Corporation System, at System acting through its offices currently located office at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its authorized agent (the "Process ------- Authorized Agent"), to accept and acknowledge for and on behalf of the Guarantor service of ----- any and all process, notices or other documents that ) upon which process may be served in any suit, legal action or proceeding relating hereto against the Company with respect to its obligations under this Indenture or the Securities of any series, instituted in any federal or state court in the Borough of Manhattan, The City of New York State or Federal court sitting in by the State Holder of New York. Such designation any Security 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 Company agrees that it shall take any and all reasonable actionservice of process upon such Authorized Agent, including the execution and 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. (b) 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 to the extent lawful and possible, together with written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the Guarantor at its address specified in or pursuant to Section 4.02 or to any other address of which Company by the Guarantor shall have given written notice to Person serving 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 same addressed as provided in Section 4.09 by the mailing of a copy thereof by registered or certified airmail105, 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 the Guarantor Company in any such suit, legal action or proceeding. The Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of waives any party hereto to serve process in any manner permitted by law, or limit any right that any party hereto objection it may have to bring proceedings against the laying of the venue of any other party hereto 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 Company or the Guarantor, as the case may be, to the Trustee pursuant to the terms hereof, the Securities and the Guarantee. Notwithstanding the foregoing, the Company reserves the right to appoint another Person located or with an office in the courts 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 shall give notice to the Trustee and all Holders of the designation by it of a successor Authorized Agent. If for any 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 will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of any jurisdiction and all documents and instruments as may be necessary to continue such designation of such agent in full force and effect until this Indenture has been satisfied and discharged. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to enforce the Company shall be deemed, in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionevery respect, effective service of process on the Company.

Appointment of Agent for Service of Process. (a) Each of the Guarantor hereby Company and Selling Shareholders further, by its execution and delivery of this Agreement, irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on its behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company with respect to their obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company. the Guarantor covenants and agrees The Company represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company further agrees that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in or Company 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 same15, 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 the Guarantor Company in any such suitsuit or proceeding. If for any reason such designee, appointee and agent 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 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 referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company at the address specified in or designated pursuant to this Agreement. The Company 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 (ii) shall 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 bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waives and agrees not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of processprocess United Corporate Services, CT Corporation SystemInc., at its offices currently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on behalf of the Guarantor Company service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such With respect to the Company, such designation and appointment shall be irrevocable until all Guaranteed Obligations shall of the Transaction Liens have been paid in full in accordance with the provisions thereofreleased pursuant to Section 15. the Guarantor The Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 21 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders Secured Parties and the Administrative 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 requestedrequested and by regular first class mail, to the Guarantor Company, at its the Company’s address specified in or pursuant to Section 4.02 9.2 of the Securities Purchase Agreement or to any other address of which the Guarantor Company shall have given written notice to the Administrative 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 Guarantor Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 21 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the Company at its address of the Guarantor specified in or pursuant to Section 4.029.2 of the Securities Purchase Agreement or to any other address of which the Company shall have given written notice to the Collateral Agent, which service shall be effective 5 14 days after deposit in the United States Postal Service. The Guarantor Company agrees that such service (i) shall shall, to the fullest extent permitted by applicable law, be deemed in every respect effective service of process upon the Guarantor itself in any such suit, action or proceeding and (ii) shall shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantoritself. (c) Nothing in this Section shall affect the right of any 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. (a) the Guarantor hereby The Company further, by its execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers empower CT Corporation System as its designee, appointee and authorized agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Authorized Agent"), ) to accept and acknowledge receive for and on its behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company with respect to its obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company. the Guarantor covenants and agrees The Company represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company further agrees that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in or Company pursuant to this 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 same14, 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 the Guarantor Company in any such suitsuit or proceeding. If for any reason such designee, appointee and agent 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 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 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 the 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 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 in any way be deemed to limit the ability of the Underwriters and (ii) shall 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 bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The 41 Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waives and agrees not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, designates and appoints, authorizes and empowers as its agent for service of process, CT Corporation Systemshall cause the other CanArgo Group Members to irrevocably designate and appoint Satterlee Stephens Burke & Burke LLP, at its offices currently located office at 230 Pa▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ew ▇▇▇▇, N.Y. 10169, Attention: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇ ▇▇▇ their authorized agent, t▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and wledge on its behalf of the Guarantor service of ----- any and all process, notices or other documents that legal process which may be served in any suit, action or proceeding relating hereto referred to in Section 23.7 above in any federal or New York State or Federal court sitting in the State Borough of Manhattan, New YorkYork City. Such The Company represents and warrants that such agent has agreed to accept such appointment. Said designation and appointment shall not be irrevocable revocable by the Company or any other CanArgo Group Member until all Guaranteed Obligations 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 Guarantor covenants Company shall, and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in other CanArgo Group Members to, designate irrevocably and appoint without delay another such capacityagent. (b) The Guarantor consents Company hereby consents, and shall cause the other CanArgo Group Members to consent to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 23.7 in any federal or New York State court sitting in the Borough of Manhattan, New York City by serving a copy thereof service of process upon the Process Agent. Without prejudice to the foregoingits agent appointed as provided in subsection (a) above; provided that, the Lenders and the Administrative Agent agree that to the extent lawful and possible, written -43- notice of said service upon the Process Agent such agent shall also be mailed by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor such Person at its address specified in or pursuant address. The Company hereby irrevocably waives, and shall cause the other CanArgo Group Members 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 requestedirrevocably waive, to the address fullest extent permitted by law, all claim of the Guarantor specified error by reason of service in or pursuant to Section 4.02, which service shall be effective 5 days after deposit in the United States Postal Service. The Guarantor such manner and agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor such Person in any such suit, action or proceeding and (ii) shall shall, to the fullest extent permitted by law, be taken constitute valid and held to be valid personal service upon and personal delivery to the Guarantorsuch Person. (c) Nothing in this Section 23.8 shall affect the right of any party hereto the Purchasers to serve process in any other manner permitted by law, law or limit any the right that any party hereto may have of the Purchasers to bring proceedings against the Company or any other party hereto Material Subsidiary in the courts of any jurisdiction or jurisdictions. (d) In the event process is served pursuant to enforce 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). The Parties agree that any lawful manner delay or failure to comply with this Section 23.8(d) shall in no way constitute a judgment obtained in one jurisdiction in defense of the Company or any other jurisdictionCanArgo Group Member and the Company covenants not to use any such failure as a defense of any kind.

Appointment of Agent for Service of Process. (a) the Guarantor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the Guarantor ------------- service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) 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 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 the 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 the Guarantor in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of any 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. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto 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 in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable action, including appointment and that CT Corporation System has accepted the execution and 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. (b) same. 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 Company and the Administrative Agent Selling Shareholders further agree that that, to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or the Selling Shareholders 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 same15, 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 the Guarantor Company or the Selling Shareholders, as the case may be, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and the Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the 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 referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or the Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and the Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or the Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and the Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of processCT Corporation, CT Corporation System, at its with offices currently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Process ------- Agent")of America, as their designee, appointee and agent to receive, accept and acknowledge for and on behalf of the Guarantor their behalf, and their properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against them in any such United States or state court located in the County of New York State with respect to their obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement that may be made on such designee, appointee and appointment shall be irrevocable until all Guaranteed Obligations shall have been paid in full 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 provisions thereofCompany agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 14 satisfactory to the Representative. the Guarantor covenants The Company further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice relevant agent for service of process referred to in this Section 14 (whether or not the foregoing, the Lenders and the Administrative Agent agree that appointment of such agent shall for any reason prove to the extent lawful and possible, written notice of said service upon the Process Agent be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Company, at its address specified in or designated pursuant to Section 4.02 or this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, 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 nature referred Representative to service any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by applicable law or to obtain jurisdiction over the mailing of a copy thereof Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted 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 Serviceapplicable law. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany hereby irrevocably and unconditionally waives, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in any manner permitted by lawconnection with this Agreement, the Global Shares brought in the United States federal courts located in the County of New York or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or to enforce claim in any lawful manner a judgment obtained in one jurisdiction such court that any such action, suit or proceeding brought in any other jurisdictionsuch court has been brought in an inconvenient forum. The provisions of this paragraph shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. (a) Each of the Issuer and the Guarantor agrees that it shall, at all times while this Agreement remains in effect, maintain an agent for service of process in the Borough of Manhattan, New York City, State of New York. Each of the Issuer and the Guarantor hereby irrevocably initially designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, System (the "PROCESS AGENT") at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge 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 suit, action or proceeding relating hereto to the Financing Documents in any New York State or Federal court sitting in the The State of New York. Such designation Prior to terminating any appointment of any Process Agent appointed hereunder, the Issuer and the Guarantor shall ensure that a replacement Process Agent meeting the requirements set forth herein shall have accepted its appointment shall be irrevocable until all Guaranteed Obligations and evidence thereof shall have been paid in full in accordance with provided to 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacityAdministrative Agent. (b) The Guarantor consents to process being served in any suitIn lieu of service upon its agent, action or proceeding each 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 Issuer 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 registered or certified airmail, postage prepaid, return receipt requested, to the 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 relating hereto by the mailing of a copy thereof by registered or certified airmailovernight courier, postage prepaid, return receipt requested, to the its address of the Guarantor specified in or designated pursuant to Section 4.02, which service shall be effective 5 days after deposit in 10.01. Each of the United States Postal Service. The Issuer and the Guarantor agrees that such service (i1) shall be deemed in every respect effective service of process upon the Guarantor it in any such suit, action or proceeding and (ii2) shall shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. (c) Nothing in this Section shall affect the right of any 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. (ai) the Guarantor Each Company hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of processprocess United Corporate Services, CT Corporation SystemInc., at its offices currently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on behalf of the Guarantor such Company service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such With respect to each Company, such designation and appointment shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with the provisions thereofcash. the Guarantor Each Company covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (bii) The Guarantor Each Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 20(b) by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders Collateral Agent and the Administrative Agent other Senior Claimholders 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 the Guarantor Companies, at its address the Companies respective addresses specified in or pursuant to Section 4.02 14 hereof or to any other address of which the Guarantor any Company shall have given written notice to the Administrative 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 Guarantor each Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 20(b) by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the such Company at its address of the Guarantor specified in or pursuant to Section 4.0214 hereof or to any other address of which such Company shall have given written notice to the Collateral Agent, which service shall be effective 5 14 days after deposit in the United States Postal Service. The Guarantor Each Company agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor itself in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantoritself. (ciii) Nothing in this Section 20(c) shall affect the right of any 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. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- Authorized Agent"), ) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each International Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or Selling Shareholders 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 same16, 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 the Guarantor Company or Selling Shareholders, respectively, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 14 reasonably satisfactory to the 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 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 the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the International Underwriters and (ii) shall the other persons referred to in Sections 7 and 8 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its System with offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent")▇, as its designee, appointee and agent to receive, accept and acknowledge for and on behalf of the Guarantor its behalf, and its properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against it in any New York State Specified Court with respect to its obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement or any additional agreement and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and 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 provisions thereofCompany agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 18 satisfactory to the Representatives. the Guarantor covenants The Company further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice relevant agent for service of process referred to in this Section 18 (whether or not the foregoing, the Lenders and the Administrative Agent agree that appointment of such agent shall for any reason prove to the extent lawful and possible, written notice of said service upon the Process Agent be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Company at its address specified in or designated pursuant to Section 4.02 or this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, 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 nature referred Underwriters to service any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by applicable law or to obtain jurisdiction over the mailing of a copy thereof Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted 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 Serviceapplicable law. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany hereby irrevocably and unconditionally waives, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing 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 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 this Section 18 shall affect the right survive any termination of any party hereto to serve process this Agreement, in any manner permitted by law, whole 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 jurisdictionpart.

Appointment of Agent for Service of Process. (a) the Guarantor The Borrower hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at 11▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on behalf of the Guarantor Borrower service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New York. Such designation and appointment shall be irrevocable until all Guaranteed Obligations 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 Guarantor The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9.09 by serving a copy thereof upon the 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 registered or certified airmail, postage prepaid, return receipt requested, to the Guarantor Borrower at its address specified in or pursuant to Section 4.02 9.01 or to any other address of which the Guarantor 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 Guarantor Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Guarantor Borrower specified in or pursuant to Section 4.029.01 or to any other address of which the Borrower shall have given written notice to the Administrative Agent, which service shall be effective 5 14 days after deposit in the United States Postal Service. The Guarantor Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor Borrower in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the GuarantorBorrower. (c) Nothing in this Section shall affect the right of any 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. (a) Each of the Guarantor hereby Company and each Selling Shareholder further, by its execution and delivery of this Agreement, irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of processNational Corporate Research, CT Corporation System, at its offices currently Ltd. (“NCR”) located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, as its designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on its behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against it with respect to its obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of NRC as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees each Selling Shareholder represents to each Underwriter that it shall take any has notified NRC of such designation and all reasonable action, including appointment and that NRC has accepted the execution and 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. (b) The Guarantor consents to process being served in any suit, action or proceeding same. Each of the nature referred to in Section 4.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoingCompany and each Selling Shareholder further agrees that, the Lenders and the Administrative Agent agree that to the extent lawful permitted by law, proper service of process upon NRC (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or the Selling Shareholders, as the case may be, 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 same16, 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 the Guarantor Company or the Selling Shareholders, as the case may be, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, each of the Company and each Selling Shareholder agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 14 reasonably satisfactory to the Representative. Each of the Company and each Selling Shareholder 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 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 (ii) shall 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 law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waives and agrees not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) Tower hereby designates and appoints the Guarantor hereby irrevocably designatesCompany, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Process ------- Agent")▇▇▇▇▇, to accept and acknowledge for and on behalf of the Guarantor as its authorized agent upon which service of ----- any and all process, notices or other documents that process may be served in any legal suit, action or proceeding arising out of or relating hereto in to this Agreement or any New York State or Federal court sitting in the State of New York. Such designation other Transaction Document, 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 further: (a) agrees that it shall take any service of process upon such agent, and all reasonable action, including the execution and 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. (b) 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 to the extent lawful and possible, written notice of said service upon to Tower by the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the 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 Person serving 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 Guarantor 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; (iic) 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 Tower Warrants remain outstanding, 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 warrant agent party to the Tower Warrant Agreement; 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 taken conclusive and held to be valid personal service upon and personal delivery to the Guarantorfinal evidence of such waiver. (c) Nothing in this Section shall affect the right of any 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. (a) Each of the Original Issuer, the Issuer and the Guarantor hereby irrevocably designatesagrees that it shall, appointsat all times while this Agreement remains in effect, authorizes maintain an agent for service of process in the Borough of Manhattan, New York City, State of New York. Pursuant to the Existing NPFA, each of the Original Issuer, the Issuer and empowers 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 agent for service of process, CT Corporation System, System (the “Process Agent”) at its offices currently located at 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge 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 suit, action or proceeding relating hereto to the Financing Documents in any New York State or Federal court sitting in the The State of New York. Such designation Prior to terminating any appointment of any Process Agent, the Original Issuer, the Issuer and the Guarantor shall ensure that a replacement Process Agent meeting the requirements set forth herein shall have accepted its appointment shall be irrevocable until all Guaranteed Obligations and evidence thereof shall have been paid in full in accordance with provided to 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacityAdministrative Agent. (b) The Guarantor consents to process being served in any suitIn lieu of service upon its agent, action or proceeding each of the nature referred to in Section 4.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoingOriginal Issuer, the Lenders Issuer 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 registered or certified airmail, postage prepaid, return receipt requested, to the 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 relating hereto by the mailing of a copy thereof by registered or certified airmailovernight courier, postage prepaid, return receipt requested, to the its address of the Guarantor specified in or designated pursuant to Section 4.0210.01. Each of the Original Issuer, which service shall be effective 5 days after deposit in the United States Postal Service. The Issuer and the Guarantor agrees that such service (i1) shall be deemed in every respect effective service of process upon the Guarantor it in any such suit, action or proceeding and (ii2) shall shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. (c) Nothing in this Section shall affect the right of any 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. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- Authorized Agent"), ) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in any New York State connection with this Agreement or Federal court sitting the International Purchase Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or Selling Shareholders 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 same15, 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 the Guarantor Company or Selling Shareholders, respectively, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Lead Manager. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the International Purchase Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Each Guarantor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the such Guarantor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of 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 Each 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 continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Each 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 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 the such Guarantor at its address specified in or pursuant to Section 4.02 or to any other address of which the such 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 each 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 such 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 Each Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the such Guarantor in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the such Guarantor. (c) Nothing in this Section shall affect the right of any 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. (a) the The Guarantor hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its [ ] with offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇[ ] as their designee, ▇▇▇ ▇▇▇▇appointee and agent to receive, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the Guarantor their behalf, and their properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against them in any such United States or state court located in the Borough of Manhattan, The City of New York State with respect to their obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement or any additional agreement and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and agent in accordance with the provisions thereoflegal 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 Guarantor covenants agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section. The Guarantor further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice relevant agent for service of process referred to in this Section (whether or not the foregoing, the Lenders and the Administrative Agent agree that appointment of such agent shall for any reason prove to the extent lawful and possible, written notice of said service upon the Process Agent be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Guarantor, at its address specified in or designated 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 Servicethis Agreement. The Guarantor agrees that the failure of any such designee, appointee and agent to give any notice of such service (i) to it shall be deemed in every respect effective service of process upon the Guarantor 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 in any way be deemed to limit the ability of the Underwriters to service any such legal process, summons, notices and (ii) shall documents in any other manner permitted by applicable law or to obtain jurisdiction over the Guarantor or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each of the Issuer and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing 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 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 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 this Section shall affect the right survive any termination of any party hereto to serve process this Agreement, in any manner permitted by law, whole 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 jurisdictionpart.

Appointment of Agent for Service of Process. (a) the Guarantor The Borrower hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "“Process ------- Agent"”), to accept and acknowledge for and on its behalf of the Guarantor service of ----- any and all process, notices or other documents that may be served in any suit, action or proceeding relating hereto in any New York State or Federal court sitting in the State of New YorkCourt. Such designation and appointment shall be irrevocable until all Guaranteed Obligations 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 Guarantor The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations designation and appointments appointment in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that that, to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmailinternationally recognized overnight courier, postage prepaid, return receipt requested, to the Guarantor Borrower at its the address specified in or pursuant to Section 4.02 9.01 or to any other address of which the Guarantor 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 Guarantor Borrower consents to process being served in any suit, action or proceeding of the nature referred to in Section 4.09 9.09 by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of the Guarantor Borrower specified in or pursuant to Section 4.029.01 or to any other address of which the Borrower shall have given written notice to the Administrative Agent, which service shall be effective 5 14 days after deposit in the United States Postal Servicemail. The Guarantor Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor Borrower in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the GuarantorBorrower. (c) Nothing in this Section shall affect the right of any 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. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- Authorized Agent"), ) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or Selling Shareholders 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 same15, 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 the Guarantor Company or Selling Shareholders, respectively, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Representative. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its with offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- “Agent")”) as its designee, appointee and agent to receive, accept and acknowledge for and on behalf of the Guarantor its behalf, and its properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against it in any such United States or state court located in the County of New York State with respect to its obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement or any additional agreement and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason any such designee, appointee and agent hereunder shall cease to be available to act as such, the provisions thereofCompany agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 11 satisfactory to the Underwriters. the Guarantor covenants The Company further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against it by serving a copy thereof upon the Process Agent. Without prejudice Agent (whether or not the appointment of such agent shall for any reason prove 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 be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Company, at its address specified in or designated pursuant to Section 4.02 or this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent them shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, 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 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 holders of the Guarantor specified Securities and the Underwriters to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or pursuant to Section 4.02obtain jurisdiction over the Company or bring actions, which service shall suits or proceedings against them in such other jurisdictions, and in such manner, as may be effective 5 days after deposit in the United States Postal Servicepermitted by applicable law. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany hereby irrevocably and unconditionally waives, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or any manner permitted by law, additional agreement brought in the United States federal courts located in the County of New York or limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or to enforce claim in any lawful manner a judgment obtained in one jurisdiction such court that any such action, suit or proceeding brought in any other jurisdictionsuch court has been brought in an inconvenient forum.

Appointment of Agent for Service of Process. (a) The Company and the Guarantor (together, the “NCL Parties”) hereby irrevocably designatesdesignate, appointsappoint and empower Corporate Creations Network Inc. as their designee, authorizes appointee and empowers as its agent for service of processto receive, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent"), to accept and acknowledge for and on behalf of the Guarantor their behalf, and their properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against them in any New York State such Court with respect to its obligations, liabilities or Federal court sitting any other matter arising out of or in connection with this Indenture, the State of New York. Such designation Notes or the Guarantee and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and 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 provisions thereofNCL Parties agree to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 17.‎15 satisfactory to the Trustee. The NCL Parties further hereby irrevocably consent and agree to the Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, the Lenders and the Administrative Agent agree that to the extent lawful and possible, written notice relevant agent for service of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the 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 this Section 4.09 17.‎15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by the mailing of a copy copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the NCL Parties, at the address of the Guarantor specified in or designated pursuant to Section 4.02, which service shall be effective 5 days after deposit in the United States Postal Servicethis Indenture. The Guarantor agrees NCL Parties agree that the failure of any such designee, appointee and agent to give any notice of such service (i) to it shall be deemed in every respect effective service of process upon the Guarantor not impair or affect in any way the validity of such suit, service or any judgment rendered in any action or proceeding and (ii) based thereon. Nothing herein shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. (c) Nothing in this Section shall affect the right of any party hereto to serve process in any way be deemed to limit the ability of the Trustee to service any such legal process, summons, notices and documents in any other manner permitted by lawapplicable law or to obtain jurisdiction over the NCL Parties or bring actions, suits or limit any right that any party hereto may have to bring proceedings against any them in such other party hereto jurisdictions, and in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionsuch manner, as may be permitted by applicable law.

Appointment of Agent for Service of Process. (a) Each of the Guarantor hereby Company and each Selling Shareholder further, by its execution and delivery of this Agreement, irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on its behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against it with respect to its obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees each Selling Shareholder represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable action, including appointment and that CT Corporation System has accepted the execution and 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. (b) The Guarantor consents to process being served in any suit, action or proceeding same. Each of the nature referred to in Section 4.09 by serving a copy thereof upon the Process Agent. Without prejudice to the foregoingCompany and each Selling Shareholder further agrees that, the Lenders and the Administrative Agent agree that to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or the Selling Shareholders, as the case may be, 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 same15, 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 the Guarantor Company or the Selling Shareholders, as the case may be, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, Each of the Company and each Selling Shareholder agrees to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Representative. Each of the Company and each Selling Shareholder 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 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 (ii) shall 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 law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waives and agrees not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) The Company and the Guarantor hereby Selling Shareholders further, by their execution and delivery of this Agreement, irrevocably designatesdesignate, appoints, authorizes appoint and empowers as its agent for service of process, empower CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on their behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company or Selling Shareholders, respectively, with respect to their obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company or the Selling Shareholders. Each of the Guarantor covenants Company and agrees the Selling Shareholders represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company and Selling Shareholders further agree that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in Company or Selling Shareholders 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 same15, 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 the Guarantor Company or Selling Shareholders, respectively, in any such suitsuit or proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and Selling Shareholders agree to designate a new designee, appointee and agent in The City of New York, New York on the terms and for the purposes of this Section 13 reasonably satisfactory to the Representative. The Company and Selling Shareholders further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or Selling Shareholders, respectively, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company or Selling Shareholders, respectively, at the addresses specified in or designated pursuant to this Agreement. The Company and Selling Shareholders agree that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters and (ii) shall the other persons referred to in Sections 6 and 7 to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or the Selling Shareholders or bring actions, suits or proceedings against the Company or Selling Shareholders in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company and Selling Shareholders hereby irrevocably and unconditionally waive, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that they may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waive and agree not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor hereby The Company further, by its execution and delivery of this Agreement, irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as their designee, appointee and authorized agent (the "Process ------- “Authorized Agent"), ”) to accept and acknowledge receive for and on its behalf of the Guarantor service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against the Company with respect to their obligations, liabilities or any other matter arising out of or in any New York State or Federal court sitting connection with this Agreement and that may be made on the Authorized Agent in accordance with legal procedures prescribed for such courts, and it being understood that the State of New York. Such designation and appointment of CT Corporation System as the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid in full in accordance with become effective immediately without any further action on the provisions thereofpart of the Company. the Guarantor covenants and agrees The Company represents to each Underwriter that it shall take any has notified CT Corporation System of such designation and all reasonable actionappointment and that CT Corporation System has accepted the same. The Company further agrees that, including the execution and 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. (b) 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 to the extent lawful permitted by law, proper service of process upon CT Corporation System (or its successors as agent for service of process) 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 the Guarantor at its address specified in or Company 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 same15, 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 the Guarantor Company in any such suitsuit or proceeding. If for any reason such designee, appointee and agent 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 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 referred to in this Section 13 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company at the address specified in or designated pursuant to this Agreement. The Company 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 (ii) shall 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 bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in any manner permitted by law, New York Court and hereby further irrevocably and unconditionally waives and agrees not to plead or limit claim in any right such court that any party hereto may have to bring proceedings against any other party hereto such action, suit or proceeding brought in the courts of any jurisdiction or to enforce such court has been brought in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionan inconvenient forum.

Appointment of Agent for Service of Process. (a) the Guarantor The Company hereby irrevocably designates, appoints, authorizes appoints and empowers as its agent for service of process, CT Corporation System, at its Cogency Global Inc. with offices currently located at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- Agent")as their designee, appointee and agent to receive, accept and acknowledge for and on behalf of the Guarantor their behalf, and their properties, assets and revenues, service of ----- any and all legal process, summons, notices or other and documents that may be served in any suitaction, action suit or proceeding relating hereto brought against them in any such United States or state court located in the Borough of Manhattan, The City of New York State with respect to their obligations, liabilities or Federal court sitting any other matter arising out of or in the State of New York. Such designation connection with this Agreement or any additional agreement and appointment shall that may be irrevocable until all Guaranteed Obligations shall have been paid in full made on such designee, appointee and 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 provisions thereofCompany agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York on the terms and for the purposes of this Section. the Guarantor covenants The Company further hereby irrevocably consents and agrees that it shall take any and all reasonable action, including to the execution and filing service of any and all documentslegal process, that may be necessary to continue the foregoing designations summons, notices and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity. (b) The Guarantor consents to process being served documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by serving a copy thereof upon the Process Agent. Without prejudice relevant agent for service of process referred to in this Section (whether or not the foregoing, the Lenders and the Administrative Agent agree that appointment of such agent shall for any reason prove to the extent lawful and possible, written notice of said service upon the Process Agent be ineffective or such agent shall also be mailed accept or acknowledge such service) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requested, to the Guarantor Company, at its address specified in or designated pursuant to Section 4.02 or this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, 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 nature referred Initial Purchasers to service any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by applicable law or to obtain jurisdiction over the mailing of a copy thereof Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted 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 Serviceapplicable law. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor in any such suitCompany hereby irrevocably and unconditionally waives, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantor. (c) Nothing in this Section shall affect the right laying of venue of any party hereto to serve process of the aforesaid actions, suits or proceedings arising out of or in any manner permitted by lawconnection 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 limit any right that any party hereto may have to bring proceedings against any other party hereto in the courts of any jurisdiction the State of New York located in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or to enforce claim in any lawful manner a judgment obtained in one jurisdiction such court that any such action, suit or proceeding brought in any other jurisdictionsuch court has been brought in an inconvenient forum. The provisions of this clause shall survive any termination of this Agreement, in whole or in part.

Appointment of Agent for Service of Process. (a) By the execution and delivery of this Indenture or any amendment or supplement hereto, each Guarantor organized outside of the United States of America (i) acknowledges that it hereby irrevocably designatesdesignates and appoints Corporation Service Company, appointslocated at 1180 Avenue of the Americas, authorizes and empowers Suite 210, New York, New York 100368401, as its authorized agent for service of process, CT Corporation System, at its offices currently located at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Process ------- “Authorized Agent"), to accept and acknowledge for and on behalf of the Guarantor service of ----- any and all process, notices or other documents that ”) upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating hereto to, the Notes, this Indenture, the Note Guarantees and the Collateral Documents, that may be instituted in any New York State Federal or Federal state court sitting in the State of New York. Such designation , The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee or Collateral Agent (whether in their individual capacity or in their capacity as Trustee or Collateral Agent hereunder), and appointment acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the Authorized Agent shall be irrevocable until all Guaranteed Obligations shall have been paid deemed in full every respect effective service of process upon each such Guarantor in accordance with the provisions thereof. the any such suit, action or proceeding, each such Guarantor covenants and further agrees that it shall to take any and all reasonable action, including the execution and filing of any and all documents, that such documents and instruments as may be necessary to continue such designation and appointment of the foregoing designations and appointments Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to cause the Process extent the Authorized Agent ceases to continue be able to be served on the basis contemplated herein), by written notice to the Trustee or Collateral Agent, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any such Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 12.17. Such notice shall identify the name of such capacityagent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the written request of any Holder, the Trustee or Collateral Agent shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the United States of America appointed and acting in accordance with this Section 12.17. (b) The Each Guarantor organized outside of the United States of America irrevocably consents and agrees to process being served the service of any and all legal process, summons, notices and documents in any suitsuch action, action suit or proceeding of the nature referred to in Section 4.09 against them by (i) serving a copy thereof upon any of the Process Agent. Without prejudice to the foregoingrelevant process agents specified in clause (a) above, 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 or (ii) or by mailing copies thereof by registered or certified airmailair mail, postage prepaid, return receipt requestedto each such Guarantor, to the Guarantor at its address specified in or designated pursuant to Section 4.02 or this Indenture. Each such Guarantor agrees that the failure of any process agent specified in clause (a) above, to give any other address notice of which the Guarantor shall have given written notice such service to the Administrative Agent. If said service upon the Process Agent it shall not be possible impair or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor consents to process being served affect in any suit, way the validity of such service or any judgment rendered in any action or proceeding based thereon. (c) Nothing herein shall in any way be deemed to limit the ability of the nature referred Trustee, the Collateral Agent or any Holder to serve any such legal process, summons, notices and documents in Section 4.09 any other manner permitted by applicable law or to obtain jurisdiction over the mailing of a copy thereof by registered Company, the Issuer or certified airmail, postage prepaid, return receipt requested, to the address any of the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) The Company, the Issuer and each Guarantor specified in or pursuant to Section 4.02hereby irrevocably and unconditionally waives, 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 the Guarantor in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery any objection that it may now or hereafter have to the Guarantorlaying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes, the Note Guarantees or the Collateral Documents 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 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. (ce) Nothing in The provisions of this Section 12.17 shall affect survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the right of any 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 jurisdictionNotes.