Common use of Authorized Agent Clause in Contracts

Authorized Agent. The Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.

Authorized Agent. The Company, the Seller and the Borrower agree Vendor agrees that any suit, action or proceeding against them brought by any Holderthe Purchaser, the directors, officers, employees and agents of any Holderthe Purchaser, or by any person who controls any Holderthe Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower The Vendor hereby appoints CT Corporation System, 000 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holderthe Purchaser, the directors, officers, employees, Affiliates and agents of any Holderthe Purchaser, or by any person who controls any Holderthe Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the BorrowerVendor.

Authorized Agent. The Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.

Authorized Agent. The Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower Republic hereby appoints CT Corporation Systemthe Consulate General of Hungary, 000 0xx Xxxx 00xx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, as its authorized agent (the “Authorized Agent”’’) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that Pricing Agreement with respect to any Designated Securities which may be instituted in any State or U.S. federal Federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, Underwriter or by any person who controls any Holderpersons controlling such Underwriter, and expressly accepts the non-exclusive Republic hereby irrevocably submits to the jurisdiction of any such court in respect of any such suitaction. The Republic hereby irrevocably waives any immunity to service of process and any objection to venue in respect of any such action to which it might otherwise be entitled in any action arising out of or based on this Agreement or such Pricing Agreement which may be instituted by any Underwriter or by any persons controlling such Underwriter in any such court or in any competent court in the Republic, action and the Republic waives any right to which it may be entitled on account of residence or proceedingdomicile. Each Such appointment shall be irrevocable so long as any Designated Security remains outstanding unless and until the Office of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed Trade Commissioner ceases to be able to act as said agent Authorized Agent or ceases to have an address in the United States, at which time the Republic will appoint another person in The City of New York, selected in its discretion, as such Authorized Agent. Prior to the Time of Delivery for service of processsuch Designated Securities, and each the Republic shall obtain the acceptance of the CompanyOffice of the Trade Commissioner to the appointment as such Authorized Agent, a copy of which acceptance it shall provide to the Seller and the Borrower severally and not jointly agrees to Representatives. The Republic shall take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated above, as such address may be changed within The City of New York by notice given by the Authorized Agent to each party hereto, shall be deemed, in every respect, effective service of process upon the Company Republic. Notwithstanding the foregoing, any action arising out of or based on the Securities may be instituted by any Underwriter or any persons controlling such Underwriter in any competent court in the Republic. The Republic hereby irrevocably waives any immunity from jurisdiction (including sovereign immunity but not any immunity from execution or attachment or process in the nature thereof) to which it might otherwise be entitled in any action arising out of or based on this Agreement or such Pricing Agreement which may be instituted by any Underwriter or any persons controlling such Underwriter in any State or Federal court in The City of New York or in any competent court in the Republic. Such waiver constitutes only a limited and specific waiver for the Borrower.purposes of this Agreement, the Fiscal Agency Agreement or the Designated Securities and under no circumstances shall it be interpreted as a general waiver by the Republic or a waiver with respect to proceedings unrelated to this Agreement, the Fiscal Agency Agreement or the Designated Securities. Neither such appointment nor such waiver shall be interpreted to include a waiver of any immunity with respect to: (i) actions brought against the Republic under

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company and TMM Holdings one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Seller TMM Holdings and the Borrower severally several Underwriters in accordance with its terms. Very truly yours, XXXXXX XXXXXXXX HOME CORPORATION, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and not jointly agrees Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, By: TMM Holdings II GP, ULC, its General Partner /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Underwriters. By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Director [Signature Page to take any and all action, including the filing underwriting Agreement] SCHEDULE A Underwriter Number of any and all documents that may Offered Securities to be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.Purchased Credit Suisse Securities (USA) LLC 3,333,334 Citigroup Global Markets Inc. 3,333,333 X.X. Xxxxxx Securities LLC 3,333,333 Total 10,000,000 SCHEDULE B

Authorized Agent. The Company, Each of the Seller Issuer and the Borrower agree Guarantor irrevocably agrees that any legal suit, action or proceeding against them it brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby hereunder may be instituted in any State state or U.S. federal court in the Borough of Manhattan, The City of New York and County of York, New York, and waives irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller The Issuer and the Borrower hereby appoints CT Corporation SystemGuarantor have appointed Banco Santander, 000 0xx XxxxxxS.A., Xxx Xxxx, XX 00000New York Branch, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any suit, such action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that hereunder which may be instituted in any State state or U.S. federal court in the Borough of Manhattan, The City of New York and County of York, New York, by any Holder, expressly consents to the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suitaction, action and, to the fullest extent permitted by law, waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. Each of the Company, the Seller Such appointment shall be irrevocable. The Issuer and the Borrower severally Guarantor represent and not jointly hereby represents and warrants warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller Issuer and the Borrower severally and not jointly agrees Guarantor agree to take any and all action, including the filing of any and all documents documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer and the Guarantor shall be deemed, in every respect, effective service of process upon the Company Issuer and the BorrowerGuarantor. To the extent that the Issuer or the Guarantor may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Issuer or the Guarantor such an immunity (whether or not claimed), the Issuer and the Guarantor hereby irrevocably agree not to claim and irrevocably waive, such immunity to the maximum extent permitted by law.

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company and TMM Holdings one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Seller TMM Holdings and the Borrower severally several Underwriters in accordance with its terms. Very truly yours, XXXXXX XXXXXXXX HOME CORPORATION, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and not jointly agrees Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, By: TMM Holdings II GP, ULC, its General Partner /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary [Signature Page to take any Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and all action, including accepted as of the filing date first above written. Acting on behalf of any itself and all documents that may as the Representative of the several Underwriters. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director SCHEDULE A Underwriter Number of Offered Securities to be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.Purchased Citigroup Global Markets Inc. 5,000,000 Xxxxxxx Sachs & Co. LLC 5,000,000 Total 10,000,000 SCHEDULE B

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company and TMM Holdings one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Seller TMM Holdings and the Borrower severally several Underwriters in accordance with its terms. Very truly yours, XXXXXX XXXXXXXX HOME CORPORATION, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and not jointly agrees Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, TMM Holdings (G.P.) ULC, its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Underwriters. X.X. XXXXXX SECURITIES LLC By: /s/ N. Goksu Yolac Name: /s/ N. Goksu Yolac Title: Managing Director [Signature Page to take any and all actionUnderwriting Agreement] SCHEDULE A Underwriter Number of Firm Securities to be Purchased X.X. Xxxxxx Securities LLC 3,000,000 Citigroup Global Markets Inc 1,500,000 Credit Suisse Securities (USA) LLC 1,500,000 Deutsche Bank Securities Inc 600,000 Xxxxxxx, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaidSachs & Co . Service of process upon the Authorized Agent shall be deemed550,000 Xxxxxxx Lynch, in every respectPierce, effective service of process upon the Company and the Borrower.Xxxxxx & Xxxxx Incorporated 550,000 Xxxxxx Partners LLC 550,000 Xxxxx Fargo Securities, LLC 550,000 HSBC Securities (USA) Inc 500,000 TPG Capital BD, LLC 400,000 Comerica Securities, Inc. 300,000 Total 10,000,000 SCHEDULE B

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as its authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the CompanyFederal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the Seller and the Borrower severally and not jointly agrees to take fullest extent permitted by applicable law, any and all action, including right to trial by jury in any legal proceeding arising out of this Agreement or the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrowertransactions contemplated hereby.

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company and TMM Holdings one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Seller TMM Holdings and the Borrower severally several Underwriters in accordance with its terms. Very truly yours, XXXXXX XXXXXXXX HOME CORPORATION, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and not jointly agrees Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, By: TMM Holdings II GP, ULC, its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary [Signature Page to take any Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and all action, including accepted as of the filing date first above written. Acting on behalf of any itself and all documents that may as the Representative of the several Underwriters. X.X. XXXXXX SECURITIES LLC By: /s/ N. Goksu Yolac Name: N. Goksu Yolac Title: MD SCHEDULE A Underwriter Number of Offered Securities to be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.Purchased X.X. Xxxxxx Securities LLC 5,000,000 Citigroup Global Markets Inc. 5,000,000 Total 10,000,000 SCHEDULE B

Authorized Agent. The Company, the Seller and the Borrower agree Vendor agrees that any suit, action or proceeding against them brought by any Holderof the Purchasers, the directors, officers, employees and agents of any Holderof the Purchasers, or by any person who controls any Holdera Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower The Vendor hereby appoints CT Corporation System, 000 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holdera Purchaser, the directors, officers, employees, Affiliates and agents of any Holdersuch Purchaser, or by any person who controls any Holdersuch Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the BorrowerVendor.

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company and TMM Holdings one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Seller TMM Holdings and the Borrower severally several Underwriters in accordance with its terms. Very truly yours, XXXXXX XXXXXXXX HOME CORPORATION, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and not jointly agrees Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, By: TMM Holdings (G.P.) ULC, its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Underwriters. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director SCHEDULE A Underwriter Number of Offered Securities to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.Purchased Citigroup Global Markets Inc. 5,000,000 Xxxxxx Xxxxxxx & Co. LLC 5,000,000 Total 10,000,000 SCHEDULE B

Authorized Agent. The TMM Holdings and New TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000 (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process. The Company, TMM Holdings, New TMM Holdings and the Underwriters hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. The Company, TMM Holdings, New TMM Holdings and each Underwriter irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company, TMM Holdings, New TMM Holdings and each Underwriter hereby irrevocably waive, to the Seller and the Borrower severally and not jointly agrees to take fullest extent permitted by applicable law, any and all action, including right to trial by jury in any legal proceeding arising out of this Agreement or the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrowertransactions contemplated hereby.

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as their authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company and TMM Holdings one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Seller TMM Holdings and the Borrower severally several Underwriters in accordance with its terms. Very truly yours, XXXXXX XXXXXXXX HOME CORPORATION, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Legal Officer and not jointly agrees Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, By: TMM Holdings II GP, ULC, its General Partner /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, General Counsel and Secretary [Signature Page to take any Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and all action, including accepted as of the filing date first above written. Acting on behalf of any itself and all documents that may as the Representative of the several Underwriters. By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Director [Signature Page to underwriting Agreement] SCHEDULE A Underwriter Number of Offered Securities to be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.Purchased Credit Suisse Securities (USA) LLC 3,333,334 Citigroup Global Markets Inc. 3,333,333 X.X. Xxxxxx Securities LLC 3,333,333 Total 10,000,000 SCHEDULE B