Common use of Authorized Agent Clause in Contracts

Authorized Agent. The Vendor agrees that any suit, action or proceeding against them brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the 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. The Vendor hereby appoints CT Corporation System, 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. 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 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 Vendor.

Authorized Agent. The Vendor agrees Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by the Purchaserany Holder, the directors, officers, employees and agents of the Purchaserany Holder, or by any person who controls the Purchaserany 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. The Vendor Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 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 the Purchaserany Holder, the directors, officers, employees, Affiliates and agents of the Purchaserany Holder, or by any person who controls the Purchaserany Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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 it 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 VendorCompany and the Borrower.

Authorized Agent. The Vendor agrees Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by the Purchaserany Holder, the directors, officers, employees and agents of the Purchaserany Holder, or by any person who controls the Purchaserany 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. The Vendor Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 100 000 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 the Purchaserany Holder, the directors, officers, employees, Affiliates and agents of the Purchaserany Holder, or by any person who controls the Purchaserany Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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 it 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 VendorCompany and the Borrower.

Authorized Agent. The Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the fullest extent permitted by applicable law, any and all actionright 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, including kindly sign and return to the filing Company and TMM Holdings one of any the counterparts hereof, whereupon it will become a binding agreement among the Company, TMM Holdings and all documents that may be necessary the 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 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 continue such appointment Underwriting Agreement] 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 Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Citigroup Global Markets Inc. 5,000,000 Xxxxxxx Sachs & Co. LLC 5,000,000 Total 10,000,000 1. General Use Issuer Free Writing Prospectuses (included in full force and effect as aforesaidthe General Disclosure Package) 1. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the VendorNone.

Authorized Agent. The Vendor agrees that any suit, action or proceeding against them brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the 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. The Vendor Republic hereby appoints CT Corporation Systemthe Consulate General of Hungary, 100 0xx 000 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, any Underwriter or by any person who controls the Purchaserpersons 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 suit, action or proceedingaction. The Vendor Republic hereby represents irrevocably waives any immunity to service of process and warrants that 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 Authorized Agent has accepted such Republic, and the Republic waives any right to which it may be entitled on account of residence or domicile. Such appointment shall be irrevocable so long as any Designated Security remains outstanding unless and has agreed until the Office of the 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 such Designated Securities, the Republic shall obtain the acceptance of processthe Office of the Trade Commissioner to the appointment as such Authorized Agent, and a copy of which acceptance it agrees shall provide to the 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 Vendor.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 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 Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the fullest extent permitted by applicable law, any and all actionright 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, including kindly sign and return to the filing Company and TMM Holdings one of any the counterparts hereof, whereupon it will become a binding agreement among the Company, TMM Holdings and all documents that may be necessary to continue such appointment the several Underwriters in full force 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 effect Secretary TMM HOLDINGS II LIMITED PARTNERSHIP, By: TMM Holdings (G.P.) ULC, 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 aforesaidof the date first above written. Service Acting on behalf of process upon itself and as the Authorized Agent shall be deemed, Representative of the several Underwriters. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director Citigroup Global Markets Inc. 5,000,000 Xxxxxx Xxxxxxx & Co. LLC 5,000,000 Total 10,000,000 1. General Use Issuer Free Writing Prospectuses (included in every respect, effective service of process upon the VendorGeneral Disclosure Package) 1. None.

Authorized Agent. The Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the 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 Vendortransactions contemplated hereby.

Authorized Agent. The Vendor Each of the Issuer and Guarantor irrevocably agrees that any legal suit, action or proceeding against them it brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, 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. The Vendor hereby appoints CT Corporation SystemIssuer and the Guarantor have appointed Banco Santander, 100 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 expressly consents to the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaser, 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. Such appointment shall be irrevocable. The Vendor hereby represents Issuer and warrants the Guarantor represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees the Issuer and the 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 VendorIssuer and the Guarantor. 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 Vendor agrees that any suit, action or proceeding against them brought by any of the PurchaserPurchasers, the directors, officers, employees and agents of any of the PurchaserPurchasers, or by any person who controls the a 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. The Vendor hereby appoints CT Corporation System, 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 the a Purchaser, the directors, officers, employees, Affiliates and agents of the such Purchaser, or by any person who controls the such Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. 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 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 Vendor.

Authorized Agent. The Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the fullest extent permitted by applicable law, any and all actionright 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, including kindly sign and return to the filing Company and TMM Holdings one of any the counterparts hereof, whereupon it will become a binding agreement among the Company, TMM Holdings and all documents that may be necessary the 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 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 continue such appointment Underwriting Agreement] 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: N. Goksu Yolac Title: MD X.X. Xxxxxx Securities LLC 5,000,000 Citigroup Global Markets Inc. 5,000,000 Total 10,000,000 1. General Use Issuer Free Writing Prospectuses (included in full force and effect as aforesaidthe General Disclosure Package) 1. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the VendorNone.

Authorized Agent. The Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the fullest extent permitted by applicable law, any and all actionright 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, including kindly sign and return to the filing Company and TMM Holdings one of any the counterparts hereof, whereupon it will become a binding agreement among the Company, TMM Holdings and all documents that may be necessary the 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 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 continue such appointment underwriting Agreement] 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 1. General Use Issuer Free Writing Prospectuses (included in full force and effect as aforesaidthe General Disclosure Package) 1. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the VendorNone.

Authorized Agent. The Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the fullest extent permitted by applicable law, any and all actionright 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, including kindly sign and return to the filing Company and TMM Holdings one of any the counterparts hereof, whereupon it will become a binding agreement among the Company, TMM Holdings and all documents that may the 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 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 Underwriting Agreement] 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 underwriting Agreement] SCHEDULE A Underwriter Number of Offered Securities to be necessary 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 1. General Use Issuer Free Writing Prospectuses (included in the General Disclosure Package) “General Use Issuer Free Writing Prospectus” includes each of the following documents: 1. None. 2. Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package: 1. The price to continue such appointment in full force and effect as aforesaidthe public of the Offered Securities is variable. Service of process upon the Authorized Agent shall Offered Securities to be deemed, in every respect, effective service of process upon the Vendor.offered: 10,000,000 SCHEDULE C Lock-Up Parties Xxxx Xxxxx

Authorized Agent. The Vendor agrees that any suitTMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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, and it agrees to take the fullest extent permitted by applicable law, any and all actionright 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, including kindly sign and return to the filing Company and TMM Holdings one of any the counterparts hereof, whereupon it will become a binding agreement among the Company, TMM Holdings and all documents that may be necessary to continue such appointment the several Underwriters in full force 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 effect 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 aforesaidof the date first above written. Service Acting on behalf of process upon itself and as the Authorized Agent shall be deemedRepresentative of the several Underwriters. X.X. XXXXXX SECURITIES LLC By: /s/ N. Goksu Yolac Name: /s/ N. Goksu Yolac Title: Managing Director 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, Sachs & Co . 550,000 Xxxxxxx Lynch, Pierce, 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 1. General Use Issuer Free Writing Prospectuses (included in every respect, effective service of process upon the VendorGeneral Disclosure Package) 1. None.

Authorized Agent. The Vendor agrees that any suitTMM Holdings and New TMM Holdings hereby irrevocably appoints the Company, action with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000 (or proceeding against them brought by its successors), as agent for service of process, in the PurchaserCounty, the directors, officers, employees City and agents of the Purchaser, or by any person who controls the 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 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. The Vendor hereby appoints CT Corporation System, 100 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 the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaserhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Vendor 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 it agrees the Underwriters hereby submit to take 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 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 Vendortransactions contemplated hereby.