Common use of Consent to Jurisdiction and Service of Process Clause in Contracts

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against the Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and and, by execution and delivery of this Credit Agreement, each of the Company Borrower and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Borrower and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Company Borrower and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Borrower or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each Each of the Company and each Holder hereby irrevocably appoints the Operating Partnership accepts for itself Corporation Trust Company, at its office at 1209 Orange Street, Wilmington, DE 19801, its lawful agent and attorxxx xx xxxxxx xxx xxxxxxxxxxx xxxxxxx xx any and all process against it in connection with its propertiesany action, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby suit or proceeding arising in connection with this Agreement. The Company designates Agreement and appoints The Corporation Trust Inc. upon whom such process may be served, with the same effect as if such party were a resident of the State of Delaware and the Operating Partnership designates and appoints The Corporation Trust Companyhad been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to each other persons as may hereafter be selected by each party at the address and in the manner specified in Section 12.3. Each of the Company and each Holder will enter into such agreements with such agent as may be necessary to constitute and continue the Operating Partnership appointment of such agent hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, each party will appoint a successor agent and attorney in Wilmington, Delaware, reasonably satisfactory to the Company, with like powers. Each party hereby irrevocably agreeing submits to the non-exclusive jurisdiction of the United States District Court for the District of Delaware or any court of the State of Delaware located in writing to so serve, as its agent to receive on its behalf service the City of all process Wilmington in any such proceedings in action, suit or proceeding, and agrees that any such courtaction, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served suit or proceeding shall be mailed by registered mail brought only in such court (and waives any objection based on forum non conveniens or any other objection to each of the Company and the Operating Partnership at its address provided in Section 13 hereofvenue therein); provided, however, that, unless otherwise provided by applicable law, any failure that such consent to mail such copy jurisdiction is solely for the purpose referred to in this Section 12.5 and shall not affect be deemed to be a general submission to the validity jurisdiction of service of such process. If any agent appointed by the Company said courts or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that Delaware other than for such service shall be effective and binding in every respectpurpose. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law or shall limit the right of to commence legal proceedings or otherwise proceed against any Underwriter to bring proceedings against each of the Company and the Operating Partnership other party in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyXxxxxx X. Xxxxxx, III, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership such Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership such Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership such Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholders accepts for itself himself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereofSchedule 2 attached hereto; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership each Selling Securityholder at its address provided in Section 13 hereofSchedule 2 attached hereto, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings (a) Except to the extent prohibited by applicable law, Debtor irrevocably: (i) agrees that any suit, action, or other legal proceeding arising out of this Security Agreement or relating to this Agreement any of the Loans may be brought in the courts of record of The Commonwealth of Massachusetts or any state other state(s) in which any of the Collateral is located or federal the courts of the United States located in The Commonwealth of Massachusetts or any other state(s) in which any of the Collateral is located; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waives any objection which it may have to the laying of competent jurisdiction venue of such suit, action or proceeding in any of such courts. For such time as any of the Obligations of Debtor to Secured Party shall be unpaid in whole or in part and/or the Commitment is in effect, Debtor irrevocably designates the registered agent or agent for service of process of the Assignor as reflected on the records of the Secretary of State of California as its registered agent, and, in the absence thereof, the Secretary of State of New York, and by execution and delivery State of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serveCalifornia, as its agent to receive accept and acknowledge on its behalf service of any and all process in any such proceedings suit, action or proceeding brought in any such court, such service being hereby acknowledged by each of the Company court and the Operating Partnership to be effective agrees and binding service in every respect. A copy of consents that any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State upon such agent and written notice of New York may be made such service to Debtor by registered or certified mail, return receipt requested, mail shall be taken and held to be valid personal service upon Debtor regardless of where Debtor shall then be doing business and that any such service of process shall be of the same force and validity as if service were made upon it according to the Company laws governing the validity and requirements of such service in each such state and waives any claim of lack of personal service or other error by reason of any such service. Any notice, process, pleadings or other papers served upon the Operating Partnership aforesaid designated agent shall, within three (3) Business Days after such service, be sent by the method provided therefor under Section 9.6 of the Loan Agreement to the Debtor at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership set forth in the courts of any other jurisdictionLoan Agreement. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY DISPUTE BETWEEN THE DEBTOR AND SECURED PARTY WITH RESPECT TO THE FINANCING DOCUMENTS AND/OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against any Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and and, by execution and delivery of this Agreement, each of the Company Borrowers and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementAgreement from which no appeal has been taken or is available. The Company designates To the extent permitted by applicable law (including, without limitation, the Hague Convention on the Service Abroad of Judicial and appoints The Corporation Trust Inc. Extra-Judicial Documents in Civil and the Operating Partnership designates and appoints The Corporation Trust CompanyCommercial Matters), and such other persons as may hereafter be selected by each of the Company Borrowers and the Operating Partnership other Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Company Borrowers and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Borrowers or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its agent for purposes of receiving service of process pursuant to the terms of this Section 9.14 and agrees that any service of process to the Dutch Borrower may be effected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against the Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and and, by execution and delivery of this Agreement, each of the Company Borrower and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, any Note or any other Credit Document from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Borrower and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Company Borrower and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Borrower or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Sellers designate and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyappoint Jeffer, Mangels, Xxxxxx & Xxxxxxx, LLP, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Sellers irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf personal service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 14 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Sellers refuses to accept service, each of the Company and the Operating Partnership Sellers hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Sellers in the State of New York California may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Sellers at its address their respective addresses provided in Section 13 14 hereof, and each of the Company and the Operating Partnership Sellers hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Sellers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings The Corporation irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement Indenture or any Debt Security. The Corporation irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Corporation agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Corporation and may be brought enforced in the courts of Canada or any province or territory of Canada (or any other courts of the jurisdiction to which the Corporation is subject) by a suit upon such judgment, provided that service of process is effected upon the Corporation in the manner specified in this Section 1.6 or as otherwise permitted by law. As long as any of the Debt Securities remain outstanding and until the principal of, premium, if any, and interest, if any, on all of the outstanding Debt Securities has been paid in full or such payment duly provided for, the Corporation will at all times have an authorized agent in the United States, upon whom process may be served in any state legal action or federal court proceeding arising out of competent jurisdiction or relating to this Indenture or any Debt Security. Service of process upon such agent and written notice of such service mailed, delivered or sent by facsimile to the Corporation in the State manner and at the address provided in or pursuant to Section 3.13 shall to the extent permitted by law be deemed in every respect effective service of New York, and by execution and delivery of this Agreement, each of process upon the Company and the Operating Partnership accepts for itself and Corporation in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreementsuch legal action or proceeding. The Corporation hereby appoints Corporation Service Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any for such proceedings in any such courtpurpose, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective covenants and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any such legal action against the Company or the Operating Partnership in the State of New York proceeding may be made upon it at the office of such agent at 80 State Street, 6th Floor, Albany, New York 12207 (or at such other xxxxxxx xx xxx Xxxxxxxxxxx xxx xxxxxxxxx xx xxxxxxn notice to the Trustee). The Corporation hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by registered service upon such agent together with the mailing of a copy thereof or certified mail, return receipt requestedthe delivery or sending by facsimile of a copy thereof to the address of the Corporation specified in or pursuant to Section 3.13 of this Indenture. The Corporation irrevocably waives, to the Company or the Operating Partnership at its address provided in Section 13 hereoffullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and each of the Company and the Operating Partnership hereby acknowledges agrees that such service (i) shall be effective and binding deemed in every respect. Nothing herein shall affect respect effective service of process upon the right to serve process Corporation, in any other manner such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law or shall limit law, be taken and held to be valid personal service upon and personal delivery to the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdictionCorporation.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of Any legal action or relating proceeding with respect to this Pledge Agreement may shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and and, by execution and delivery of this Pledge Agreement, each of the Company Pledgors, the Collateral Agent, the Collateral Custodian and the Operating Partnership accepts Servicer accepts, for itself and in connection with its propertiesProperties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementPledge Agreement from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Pledgors, the Collateral Agent, the Collateral Custodian and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Servicer irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid and return receipt requested, to it at its address set forth in Section 5.01 of the Intercreditor Agreement, with respect to notices to the Servicer or the Collateral Custodian, at its address set forth in Section 26 of this Pledge Agreement, and with respect to notices to any Pledgor, at its address set forth in Section 9.2 of the Credit Agreement, or at such other address of which the Collateral Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Company and the Operating Partnership such Pledgor to be effective and binding service in every respect. A copy Each of the Pledgors, the Collateral Agent, the Collateral Custodian and the Servicer irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Secured Party to bring proceedings against each of the Company and the Operating Partnership any Pledgor in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings The parties irrevocably agree that any legal proceeding in respect of this Agreement may be brought in the courts of the State of New York sitting in the Borough of Manhattan or the United States District Court of the Southern District of New York sitting in the Borough of Manhattan (collectively, the “Specified Courts”). The parties hereby irrevocably submit to the nonexclusive jurisdiction of the state and federal courts of the State of New York. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkSpecified Court, and by execution and delivery of this Agreementhereby further irrevocably waive any claim that any such suit, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process action or proceeding brought in any such proceedings court has been brought in an inconvenient forum. The parties further irrevocably consent to the service of process out of any of the Specified Courts in any such courtsuit, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed action or proceeding by the Company or the Operating Partnership refuses to accept service, each mailing of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made copies thereof by registered or certified mail, return receipt requested, postage prepaid, to the Company or the Operating Partnership any party at its address as provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectthis Agreement or as otherwise provided by applicable law. Nothing herein shall affect the right of any party to commence proceedings or otherwise proceed against any other party in any jurisdiction or to serve process in any other manner permitted by law applicable law. The parties hereto agree that a final judgment in any such action or proceeding shall limit be conclusive and may be enforced in other jurisdictions by suit on the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership judgment or in the courts of any other jurisdictionmanner provided by applicable law. BAFC hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 11.17 any special, exemplary, punitive or consequential damages. This Section 11.17 shall survive the termination of this Agreement.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership irrevocably accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and irrevocably waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement. The Company designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystem, and 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, xxd such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive nonexclusion jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystem, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Prudential Securities Incorporated at its address provided in Section 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Shareholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyGary X. Xxxxxx, and xxd such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Shareholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership Selling Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Shareholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial (a) Subject to Section 2.3 (which will govern any dispute arising thereunder), the Parties submit to the exclusive jurisdiction of the courts located in Wilmington, Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and the other agreements to be delivered pursuant to this Agreement and hereby waive, and agree not to assert, any defense in any action for the interpretation or enforcement of this Agreement or any other agreement to be delivered pursuant to this Agreement that they are not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum or that the venue of the action is improper. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 12.5 shall be deemed effective service of process on such Party. (b) Film Trading irrevocably designates, appoints and empowers Packfilm US, LLC, 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000 XXX 000, Xxxxxxx Xxxxx, XX, 00000, or such other address where such representative office may be located in the State of Delaware, and its successors and assigns, as its true and lawful agent for service of process to receive and accept on its behalf service of process only with respect to any actions, suits or proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in and the State of New York, transactions contemplated by this Agreement and by execution and delivery of this Agreement, each for no other purpose. Failure of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf give notice of any service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy Film Trading shall not affect the validity of service on such agent or any proceeding based on such service. Film Trading shall be responsible for all fees and expenses payable to such agent. A copy of all process served on the agent shall be provided pursuant to Section 12.10 or to such process. If any other address as the agent appointed by the Company or the Operating Partnership refuses may designate in writing from time to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided time. (c) Nothing contained in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or 12.10(a) shall limit the right of either Buyer or any Underwriter Seller to bring proceedings against each take any Action in any court of competent jurisdiction for the Company and purposes of enforcing any judgment or any equitable remedy or relief, nor shall the Operating Partnership in the courts taking of any such Action by such Buyer or such Seller in one or more jurisdictions preclude the taking of any such Action in any other jurisdictionjurisdiction (whether concurrently or not) if and to the extent permitted by Law.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out (a) To the extent permitted by applicable law, the Company (i) hereby irrevocably submits to the nonexclusive jurisdiction of or relating to this Agreement may be brought in any state or federal court the Supreme Court of competent jurisdiction in the State of New York, New York County (without prejudice to the rights of any holder of a Note to remove to the United States District Court for the Southern District of New York) and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts and waives United States District Court for the Southern District of New York, for the purposes of any defense suit, action or other proceeding arising out of forum non conveniens and this Agreement, or the subject matter hereof or any of the transactions contemplated hereby or thereby brought by any holder of the Notes, (ii) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court, and (iii) hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof may not be bound enforced in or by such court. (b) A final judgment obtained in respect of any action, suit or proceeding referred to in this Section 22.7 shall be conclusive and may be enforced in other jurisdictions by suit or judgment rendered thereby or in any manner as provided by applicable law. The Company hereby consents to service of process by registered mail, Federal Express, or similar courier at its address set forth in Section 18, it being agreed that service in such manner shall constitute valid service upon or its respective successors or assigns in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereofaction or proceeding only; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction nothing in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in this Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein 22.7 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or applicable law. The execution hereof by the Purchasers shall limit the right of any Underwriter to bring proceedings against each of constitute a contract among the Company and the Operating Partnership Purchasers for the uses and purposes hereinabove set forth. Very truly yours, NUI Corporation By: /S/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Vice President, Corporate Development & Treasurer Accepted as of August __, 2001 AIG Life Insurance Company By: AIG Global Investment Corp., as investment adviser By: /S/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Vice President SunAmerica Life Insurance Company By: /S/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory United of Omaha Life Insurance Company By: /S/ XXXXX X. XXXXXXXX, XX. Name: Xxxxx X. Xxxxxxxx, Xx. Title: First Vice President Pacific Life and Annuity Company By: /S/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Assistant Vice President By: /S/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Assistant Secretary Pacific Life Insurance Company By: /S/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Assistant Vice President By: /S/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Assistant Secretary Provident Mutual Life Insurance Company By: /S/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Vice President AIG Life Insurance Company Series A Notes: $5,000,000 000 Xxxxx Xxxxxx, 25th Floor Series B Notes: $ -0- New York, NY 10038 Series C Notes: $ -0- Attention: Xxxxxx Xxxxxx Series D Notes: $ -0- Payments All payments on or in respect of the courts Certificates/Notes shall be by bank wire transfer of any Federal or other jurisdiction.immediately available funds to: Fed Reserve Bank of Boston 000000000 / BOS SAFE DEP DDA #169064 Cost Center 1178 Reference: AIG Life Insurance Company Reference: AGIFALI0012 Reference: NUI Reference: PPN #629431 A* 8, Principal __________ Interest __________ Notices All notices on or in respect to the Notes and written confirmation of each such payment to be addressed to: AIG Global Investment Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx Xxxxxxxx Reference: AIG Life Insurance Company Reference: AGIFALI0012 All other notices and communications to be addressed as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Principal Amount of Name and Address of Purchaser Notes to Be Purchased United of Omaha Life Insurance Company Series A Notes: -0- Mutual of Omaha Plaza Series B Notes: $15,000,000 Omaha, Nebraska 68175-1011 Series C Notes: -0- Attention: 4-Investment Loan Administration Series D Notes: -0- Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "NUI Corporation, 6.884% Senior Notes, Series B, due 2008, PPN 629431 A@ 6, principal, premium or interest") to: Chase Manhattan Bank ABA #000-000-000 Private Income Processing for credit to: United of Omaha Life Insurance Company Account Number 900-9000200 a/c G07097 PPN: 629431 A@ 6 Interest Amount: ___ Principal Amount: ___ Notices All notices of payments, on or in respect of the Notes and written confirmation of each such payment, corporate actions and reorganization notifications to: The Chase Manhattan Bank 0 Xxx Xxxx Xxxxx-00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Processing-X. Xxxxxxxxx a/c: G07097 All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications, waivers regarding the indenture) to be addressed as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Principal Amount of Name and Address of Purchaser Notes to Be Purchased Provident Mutual Life Insurance Company Series A Notes: $ -0- P.O. Box 1717 Series B Notes: $ -0- Valley Forge, Pennsylvania 19482-1717 Series C Notes: $7,000,000 Attention: Securities Investment Department Series D Notes: $ -0- Telefacsimile: (000) 000-0000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "NUI Corporation, 6.884% Senior Notes, Series C, due 2011, PPN 629431 A# 4, principal, premium or interest") to: PNC Bank (ABA #031-000-053) Broad and Chestnut Streets Philadelphia, Pennsylvania 19101 for credit to: Provident Mutual Life Insurance Company Account Number 00-0000-0000 Notices All notices and communications requiring overnight express delivery service should be addressed to: 0000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000 Attention: Treasurer Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Principal Amount of Name and Address of Purchaser Notes to Be Purchased SunAmerica Life Insurance Company Series A Notes: $ -0- SunAmerica Investments, Inc. Series B Notes: $ -0- c/o AIG Global Investment Corp. Series C Notes: $ -0- 000 Xxxxx Xxxxxx, 25th Floor Series D Notes: $10,000,000 New York, NY 10038 Attention: Xxxxxx X. Xxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 Payments All payments on or in respect of the Certificates/Notes shall be by bank wire transfer of Federal or other immediately available funds to: Bankers Trust Company ABA #000-000-000 Account Number: 00-000-000 For further credit to account #099530 Ref: NUI PPN #629431 B* 7 Principal $____________, Interest $__________ Notices All notices of payment on or in respect of the Notes and written confirmation of each such payment, to be addressed to: SunAmerica Investments, Inc. 000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 All other notices and communications including monthly reports to be addressed as first provided above. Name of Nominee in which Notes are to be issued: OKGBD & Co. Taxpayer I.D. Number for OKGBD & Co.: 00-0000000 Taxpayer I.D. Number for Sun America Life Insurance Company: 00-0000000 Principal Amount of Name and Address of Purchaser Notes to Be Purchased Pacific Life and Annuity Company Series A Notes: $ -0- 000 Xxxxxxx Xxxxxx Xxxxx Series B Notes: $ -0- Newport Beach, California 92660-6397 Series C Notes: $ -0- Attention: Securities Department Series D Notes: $13,000,000 Fax: (000) 000-0000 Payments All payments on or in respect of the Certificates/Notes shall be by bank wire transfer of Federal or other immediately available funds to: Federal Reserve Bank of Boston ABA #0000-0000-0/BOS SAFE DEP DDA 125261 Attention: MBS Income CC: 1253 A/C Name: Pacific Life and Annuity Company/PLCF1811612 Regarding: Security Description and PPN 629431 B* 7 Notices All notices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such payment, to be addressed: Mellon Trust Attention: Pacific Life Accounting Team One Mellon Bank Center Room 0930 Pittsburgh, Pennsylvania 00000-0000 Fax: (000) 000-0000 and Pacific Life Insurance Company Attention: Securities Administration - Cash Team 000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000 Fax: (000) 000-0000 Name of Nominee in which Notes are to be issued: Mac & Co. General Taxpayer I.D. Number: 00-0000000 Principal Amount of Name and Address of Purchaser Notes to Be Purchased Pacific Life Insurance Company Series A Notes: $ -0- 000 Xxxxxxx Xxxxxx Xxxxx Series B Notes: $ -0- Newport Beach, California 92660-6397 Series C Notes: $ -0- Attention: Securities Department Series D Notes: $10,000,000 Fax: (000) 000-0000 Payments All payments on or in respect of the Certificates/Notes shall be by bank wire transfer of Federal or other immediately available funds to: Federal Reserve Bank of Boston ABA #0000-0000-0/BOS SAFE DEP DDA 125261 Attention: MBS Income CC: 1253 A/C Name: Pacific Life and General Account/PLCF1810132 Regarding: Security Description and PPN 629431 B* 7

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against any Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and and, by execution and delivery of this Agreement, each of the Company Borrowers and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementAgreement from which no appeal has been taken or is available. The Company designates To the extent permitted by applicable law (including, without limitation, the Hague Convention on the Service Abroad of Judicial and appoints The Corporation Trust Inc. Extra-Judicial Documents in Civil and the Operating Partnership designates and appoints The Corporation Trust CompanyCommercial Matters), and such other persons as may hereafter be selected by each of the Company Borrowers and the Operating Partnership other Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Company Borrowers and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Borrowers or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its agent for purposes of receiving service of process pursuant to the terms of this Section 9.12 and agrees that any service of process to the Dutch Borrower may be affected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. All judicial proceedings The Company is not organized under the laws the United States (including the States thereof and the District of Columbia) and therefore hereby appoints the principal office of Corporation Service Company in The City of New York which, on the date hereof, is located at 80 State Street, Albany, New York 12207-2543, as the authorized agent xxxxxxx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xrocess may be served in any action, suit or proceeding arising out of or relating to based on this Agreement Indenture or the Securities which may be brought instituted in any state or federal court the Supreme Court of competent jurisdiction in the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by the Holder of any Security, and to the fullest extent permitted by execution applicable law, the Company hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and delivery of this Agreementexpressly and irrevocably accepts and submits, each for the benefit of the Company and Holders from time to time of the Operating Partnership accepts for itself and in connection with its propertiesSecurities, generally and unconditionally, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the aforesaid courts appointment of a successor authorized agent for such purpose, and waives any defense such successor's acceptance of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreementsuch appointment, shall have occurred. The Company designates agrees to take any and appoints The Corporation Trust Inc. all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing Authorized Agent with respect to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such courtaction shall be deemed, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that effective service of process sufficient for personal jurisdiction in upon the Company. Notwithstanding the foregoing, any action against the Company arising out of or based on any Security may also be instituted by the Operating Partnership Holder of such Security in any court in the State jurisdiction of New York may be made by registered or certified mailorganization of the Company, return receipt requested, to and the Company or expressly accepts the Operating Partnership at its address provided in Section 13 hereof, and each jurisdiction of the Company and the Operating Partnership hereby acknowledges that any such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process court in any other manner permitted by law or such action. The Company shall limit require the right Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdictionprocess.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Stockholder designates and appoints The Corporation Trust Inc. Xxxxxx Xxxxxxx and the Operating Partnership designates and appoints The Corporation Trust Company, Xxxxxxx Xxxxxxxxx and such other persons as may hereafter be selected by each of the Company and the Operating Partnership such Selling Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership such Selling Stockholder at its address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, -------- ------- any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership such Selling Stockholder refuses to accept service, each of the Company and the Operating Partnership such Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Selling Stockholder at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership such Selling Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership any Selling Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out (a) The Company has, and any Subsidiary Guarantor shall have, irrevocably consented to the jurisdiction of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York or any United States federal court sitting in the Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, and has, to the maximum extent permitted by law, waived any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with the Indenture, the Senior Notes and Subsidiary Guarantees. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, as the case may be, and may be enforced in any court to the jurisdiction of which the Company, as the case may be, is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Senior Notes may be instituted in any competent court in Argentina. (b) To the extent that the Company or any Subsidiary Guarantor may be entitled to the benefit of any provision of law requiring the Trustee or any Holder of the Senior Notes, in any suit, action or proceeding brought in a court of Argentina or other jurisdiction arising out of or in connection with any of this Indenture or the Senior Notes, to post security for litigation costs or otherwise post a performance bond or guaranty ("CAUTIO JUDICATUM SOLVI" or "EXCEPCION DE ARRAIGO"), or to take any similar action, the Company and any Subsidiary Guarantor will waive such benefit, in each case to the fullest extent permitted under the laws of Argentina or, as the case may be, such other jurisdiction. (c) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Senior Notes against the Company, as the case may be, in any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City may be made by registered or certified mailupon CT Corporation System at 0000 Xxxxxxxx, return receipt requestedXxx Xxxx, to the Company or the Operating Partnership at its address provided in Section 13 hereofXxx Xxxx 00000, and whom each of the Company has, and any Subsidiary Guarantor shall have, irrevocably appointed as its authorized agent for service of process. The Company represents and warrants that CT Corporation System has agreed to act as the agent for service of process for the Company. The Company agrees that such appointment shall be irrevocable so long as any of the Senior Notes remain outstanding or until the irrevocable appointment by the Company and any Subsidiary Guarantor, as the case may be, of a successor in The City of New York as its authorized agent for such purpose and the Operating Partnership hereby acknowledges acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of Manhattan, New York City, service of process upon CT Corporation System, as the authorized agent of the Company for service of process, and written notice of such service to the Company shall be effective and binding deemed, in every respect. , effective service of process upon the Company. (d) Nothing herein in this Section shall affect the right of any party to serve legal process in any other manner permitted by law or shall limit affect the right of any Underwriter party to bring proceedings any action or proceeding against each of the Company and the Operating Partnership any other party or its property in the courts of any other jurisdictionjurisdictions.

Consent to Jurisdiction and Service of Process. All ---------------------------------------------- judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreementconveniens. The Company designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystem, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 6.8 hereof; provided, however, that, unless -------- ------- otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership under this Agreement in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 6.8 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter the Investor to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings The Company irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement Indenture or any Security. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may be have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any state inconvenient forum. The Company agrees that final judgment in any such suit, action or federal proceeding brought in such a court of competent jurisdiction in the State of New York, shall be conclusive and by execution and delivery of this Agreement, each of binding upon the Company and may be enforced in the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, courts of Canada (or any other courts to the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of which the Company and the Operating Partnership irrevocably agreeing in writing to so serveis subject) by a suit upon such judgment, as its agent to receive on its behalf provided that service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of is effected upon the Company and in the Operating Partnership to be effective and binding service manner specified in every respect. A copy of any such process so served shall be mailed the following paragraph or as otherwise permitted by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereoflaw; provided, however, thatthat the Company does not waive, unless and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise provided by applicable lawto seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any failure such judgment. As long as any of the Securities remain outstanding, the Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to mail the Indenture or any Security. Service of process upon such copy agent and written notice of such service mailed or delivered to the Company shall not affect to the validity of extent permitted by law be deemed in every respect effective service of such process. If any agent appointed by process upon the Company in any such legal action or the Operating Partnership refuses to accept serviceproceeding. The Company hereby appoints Inco United States, each of the Company Inc. as its agent for such purpose, and the Operating Partnership hereby covenants and agrees that service of process sufficient for personal jurisdiction in any such legal action against the Company or the Operating Partnership in the State of New York proceeding may be made upon it at the office of such agent at Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer (or at such other address in the Borough of Manhattan, The City of New York, as the Company may designate by written notice to the Trustee). The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Trustee. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and the Operating Partnership hereby acknowledges agrees that such service (i) shall be effective and binding deemed in every respectrespect effective service of process upon the Company in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Nothing herein in this Section shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or shall limit the right of any Underwriter the Trustee to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdictionjurisdiction or jurisdictions.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyXxxxxxx X. Xxxx, III and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York California may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its propertiesSelling Securityholder accepts, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, [Xxxx Xxx-Xxxx Xxx] and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholders refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against the Borrower and/or any other Credit Party with respect to this Agreement Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and and, by execution and delivery of this Credit Agreement, each of the Company Borrower and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts solely for purposes of any proceeding arising out of this Credit Agreement or any of the other Credit Documents (and waives any defense of forum non conveniens not as a general submission to New York jurisdiction) and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementCredit Agreement from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Borrower and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Company Borrower and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Borrower or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State Commonwealth of New YorkVirginia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, Xxxxxx X. Xxxxxxx and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State Commonwealth of New York Virginia may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership as applicable, at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each such Selling Stockholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyMichxxx X. Xxxxx xxx Terrx X. Xxxxxxxx, xxch with full power to act individually, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership such Selling Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership such Selling Stockholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership such Selling Stockholder refuses to accept service, each of the Company and the Operating Partnership such Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Selling Stockholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership such Selling Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership such Selling Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Shareholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Shareholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company[_____], and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably Selling Shareholder irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership Selling Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Shareholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The [Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Service Company], and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings (a) The Company irrevocably submits to the jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement Note. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may be have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any state inconvenient forum. The Company agrees that final judgment in any such suit, action or federal proceeding brought in such a court of competent jurisdiction in the State of New York, shall be conclusive and by execution and delivery of this Agreement, each of binding upon the Company and may be enforced in the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, courts of Canada (or any other courts to the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of which the Company and the Operating Partnership irrevocably agreeing in writing to so serveis subject) by a suit upon such judgment, as its agent to receive on its behalf provided that service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of is effected upon the Company and in the Operating Partnership to be effective and binding service manner specified in every respect. A copy of any such process so served shall be mailed the following paragraph or as otherwise permitted by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereoflaw; provided, however, thatthat the Company does not waive, unless and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise provided by applicable lawto seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any failure such judgment. (b) As long as this Note remains outstanding, the Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to mail this Note. Service of process upon such copy agent and written notice of such service mailed or delivered to the Company shall not affect to the validity of extent permitted by law be deemed in every respect effective service of such process. If any agent appointed by process upon the Company in any such legal action or the Operating Partnership refuses to accept serviceproceeding. The Company hereby appoints CT Corporation System as its agent for such purpose, each of the Company and the Operating Partnership hereby covenants and agrees that service of process sufficient for personal jurisdiction in any such legal action against the Company or the Operating Partnership in the State of New York proceeding may be made upon it at the office of such agent at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in the Borough of Manhattan, The City of New York, as the Company may designate by written notice to the Holder). (c) The Company hereby consents to process being served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company set forth in the first paragraph of this instrument or to any other address of which the Company shall have given written notice to the Holder. The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and the Operating Partnership hereby acknowledges agrees that such service (i) shall be effective and binding deemed in every respect. Nothing herein shall affect respect effective service of process upon the right to serve process Company in any other manner such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law or shall limit law, be taken and held to be valid personal service upon and personal delivery to the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdictionCompany.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, and by execution and delivery of this AgreementAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, each of the GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company each Borrower designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystem, and such other persons Persons as may hereafter be selected by each of the Company and the Operating Partnership each Borrower irrevocably 173 agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership each Borrower to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address as provided in Section 13 hereofsubsection 10.10; provided, however, provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership any Borrower refuses to accept service, each of the Company and the Operating Partnership each Borrower hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York any Borrower may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address as provided in Section 13 hereofsubsection 10.10, and each of the Company and the Operating Partnership each Borrower hereby acknowledges acknowledge that such service shall be effective and binding in every respectrespect if timely received. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter party to bring proceedings against each of the Company and the Operating Partnership any party in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, and by execution and delivery of this AgreementAND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, each of the Company and the Operating Partnership accepts for itself and in connection with its propertiesGENERALLY AND UNCONDITIONALLY, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Each Guarantor hereby agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf that service of all process in any such proceedings proceeding in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York court may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Guarantor at its address provided in Section 13 hereofsubsection 4.2, and each of the Company and the Operating Partnership hereby acknowledges that such service shall being hereby acknowledged by such Guarantor to be sufficient for personal jurisdiction in any action against such Guarantor in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Agent or any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership any Guarantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of Any legal action or relating proceeding with respect to this Pledge Agreement may shall be brought in any state or federal court the courts of competent jurisdiction in the State of New York in New York County or of the United States for the Southern District of New York, and and, by execution and delivery of this Pledge Agreement, each of the Company Pledgors, the Administrative Agent, the Collateral Custodian and the Operating Partnership accepts Servicer accepts, for itself and in connection with its propertiesProperties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementPledge Agreement from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Pledgors, the Administrative Agent, the Collateral Custodian and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Servicer irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid and return receipt requested, to it at its address set forth in Section 9.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Company and the Operating Partnership such Pledgor to be effective and binding service in every respect. A copy Each of the Pledgors, the Administrative Agent, the Collateral Custodian and the Servicer irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership any Pledgor in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Stockholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholder refuses to accept service, each of the Company and the Operating Partnership Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Stockholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise -------- ------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholders each accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and and/or the Operating Partnership Selling Stockholders at its address their respective addresses provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholders refuses to accept service, each of the Company and the Operating Partnership Selling Stockholders each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Stockholders in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or and/or the Operating Partnership Selling Stockholders at its address their respective addresses provided in Section 13 14 hereof, and each of the Company and the Operating Partnership Selling Stockholders each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Stockholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company and the Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints [The Corporation Trust Company, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000], and such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its the address provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder each hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder, as the case may be, at its the address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, Vaughn E. Drum and such other persons as may hereafter be selected by selxxxxx xx each of the Company and the Operating Partnership irrevocably Selling Securityholder irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership a Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Shareholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings (a) Rite Aid and each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement may be brought in or any state Collateral Document, or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy recognition or enforcement of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereofjudgment, and each of the Company parties hereto hereby irrevocably and unconditionally agrees that, to the Operating Partnership hereby acknowledges extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such service action or proceeding shall be effective conclusive and binding may be enforced in every respectother jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein in this Agreement shall affect any right that either Senior Collateral Agent, the Second Priority Collateral Trustee or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Secured Documents against Rite Aid or any Subsidiary Guarantor or its properties in the courts of any jurisdiction. (b) Rite Aid and each Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdictionlaw.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholders accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Selling Stockholders designate and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyappoint __________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Stockholder at its address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholder refuses to accept service, each of the Company and the Operating Partnership Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Stockholder at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership Selling Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, Vaugxx X. Xxxm and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably Selling Securityholder irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership a Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Shareholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company_______________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and Selling Securityholder at the Operating Partnership at its address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company, the Selling Securityholder and each of the Company and the Operating Partnership Nortex Owner accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Nortex Holdings and each Nortex Owner designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, Xxxxx X. Xxxxxxxx and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company Selling Securityholder and the Operating Partnership Nortex Owner to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner at its or his address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company Selling Securityholder or the Operating Partnership Nortex Owner refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company Selling Securityholder or the Operating Partnership Nortex Owner in the State of New York may be made by registered or certified mail, return receipt requested, to the Company Selling Securityholder or the Operating Partnership Nortex Owner at its or his address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership any Selling Securityholder or Nortex Owner in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Service Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against the Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state the courts of the Commonwealth of Pennsylvania sitting in Philadelphia, Pennsylvania, or federal court courts of competent jurisdiction in the State United States for the Eastern District of New YorkPennsylvania, and and, by execution and delivery of this Agreement, the Borrower and each of the Company and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementAgreement from which no appeal has been taken or is available. The Company designates Borrower and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership other Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agree that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Company Borrower and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy The Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership Borrower or any other Credit Party in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT OR ANY LOAN OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA, and by execution and delivery of this AgreementAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, each of the Company and the Operating Partnership accepts for itself and in connection with its propertiesTHE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, generally and unconditionallyGENERALLY AND UNCONDITIONALLY, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this AgreementTHE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER OPERATIVE AGREEMENT OR SUCH LOAN OBLIGATION. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York California may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof8.01, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter the Bank to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership each Selling Stockholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company and each Selling Stockholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company_____________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership each Selling Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership each Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Stockholders at its the Company's address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership and each Selling Stockholder refuses to accept service, each of the Company and the Operating Partnership each Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership any Selling Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or and the Operating Partnership Selling Stockholders at its the Company's address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Stockholders hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership or any Selling Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens FORUM NON CONVENIENS and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyXxxxx X. Xxx, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and Selling Securityholder at the Operating Partnership at its address provided in Section 13 14 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against the Borrower and/or any other Credit Party with respect to this Agreement Note Purchase Agreement, any Note or any of the other Note Purchase Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and and, by execution and delivery of this Note Purchase Agreement, each of the Company Borrower and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementNote Purchase Agreement from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Borrower and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified, mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Company Borrower and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrower, the other Credit Parties, the Administrative Agent and the Purchasers irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Purchaser to bring proceedings against each of the Company and Borrower or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings ---------------------------------------------- arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyXxxxx X. XxXxxxx, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership such Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership any Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership any Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholders accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholders designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyXxxx X. Xxxxx, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholders refuses to accept service, each of the Company and the Operating Partnership Selling Securityholders hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company such Selling Securityholder at his or the Operating Partnership at its her address provided in Section 13 hereof, and each of the Company and the Operating Partnership such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, Agreement each of the Company Selling Stockholders and the Operating Partnership Xxxxx X. Xxxxxx accepts for itself himself and in connection with its his properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Selling Stockholders and appoints The Corporation Trust Inc. Xxxxx X. Xxxxxx designate and the Operating Partnership designates and appoints The Corporation Trust Companyappoint Xxxx X. Xxxxxx, and such other persons as may hereafter be selected by each of the Company Selling Stockholders and the Operating Partnership Xxxxx X. Xxxxxx irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company Selling Stockholders and the Operating Partnership Xxxxx X. Xxxxxx to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company Selling Stockholders and Xxxxx X. Xxxxxx at the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise -------- ------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholders and Xxxxx X. Xxxxxx refuses to accept service, each of the Company Selling Stockholders and the Operating Partnership Xxxxx X. Xxxxxx hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Stockholders and Xxxxx X. Xxxxxx in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or Selling Stockholders and Xxxxx X. Xxxxxx at the Operating Partnership at its address provided in Section 13 hereof, and each of the Company Selling Stockholders and the Operating Partnership Xxxxx X. Xxxxxx hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company Selling Stockholders and the Operating Partnership Xxxxx X. Xxxxxx in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, and by execution and delivery of this AgreementAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, each of the Company and the Operating Partnership accepts for itself and in connection with its propertiesGENERALLY AND UNCONDITIONALLY, generally and unconditionally134 THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this AgreementSUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. The Company designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystems, and such other persons Persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereofsubsection 10.8; provided, however, provided that, unless otherwise -------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereofsubsection 10.8, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its propertiesSelling Securityholder accepts, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyPhilxxx X. Xxxxxx, and xxd such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholders refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company and the Selling Securityholder designates and appoints The Corporation Trust Inc. Xxxx X. Xxxxxx and the Operating Partnership designates and appoints The Corporation Trust Company, respectively, and such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and or the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising permitted by the terms hereof and brought against Buyer, the Company or Sellers that arise out of or relating relate to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkFlorida and, and by execution and delivery of this Agreement, each of Buyer, the Company and the Operating Partnership accepts Sellers each accept for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and Sellers and, prior to the Operating Partnership designates and appoints The Corporation Trust Closing, the Company, designate and appoint Devox Xxxxxx, xxd Buyer and, after the Closing, the Company, designate and appoint Lowexx X. Xxxxxx, xxd such other persons as may hereafter be selected by each of Buyer, the Company and the Operating Partnership irrevocably agreeing in writing to so serveor Sellers, as its their respective agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of Buyer, the Company and the Operating Partnership Sellers to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail sent to each of Buyer, the Company and the Operating Partnership at its address provided Sellers in accordance with Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process11.3. If any agent appointed by Buyer, the Company or the Operating Partnership Sellers refuses to accept service, each of Buyer, the Company and the Operating Partnership Sellers hereby agrees agree that service of process upon it by mail shall constitute sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectnotice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter either party to bring proceedings against each of the Company and the Operating Partnership other in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against any Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and and, by execution and delivery of this Agreement, each of the Company Borrowers and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementAgreement from which no appeal has been taken or is available. The Company designates To the extent permitted by applicable law (including, without limitation, the Hague Convention on the Service Abroad of Judicial and appoints The Corporation Trust Inc. Extra-Judicial Documents in Civil and the Operating Partnership designates and appoints The Corporation Trust CompanyCommercial Matters), and such other persons as may hereafter be selected by each of the Company Borrowers and the Operating Partnership other Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by each of the Company Borrowers and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Borrowers, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Borrowers or the Operating Partnership other Credit Parties in the courts court of any other jurisdiction. The Dutch Borrower hereby appoints the Company to act as its agent for purposes of receiving service of process pursuant to the terms of this Section 9.12 and agrees that any service of process to the Dutch Borrower may be affected by delivering such service of process to the Company at its address set forth in Section 9.2.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. Xxx X. Xxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, fax number (000) 000-0000, and the Operating Partnership designates and appoints The Corporation Trust CompanyXxx X. Xxxxx, 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, fax number (000) 000-0000, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership each Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company_____________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership or any Selling Securityholder at its address provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company and the Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its the address provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership The Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder each hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder, as the case may be, at its the address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Service Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 12 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 12 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkVirginia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyErnexx X. Xxxxxx, and XX xxx such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York Virginia may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 12 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the your right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyXxxxx X. XxXxxxx, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership such Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership any Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership any Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State Commonwealth of New YorkVirginia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Stockholders each accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Stockholders designate and appoint Philxxx X. Xxxxxx, xxd the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and Brucx X. Xxxxx xxx such other persons as may hereafter be selected by each of the Company and the Operating Partnership or Stockholders irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Stockholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership and/or Stockholders at its address their respective addresses provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Stockholders refuses to accept service, each of the Company and the Operating Partnership Stockholders each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Stockholders in the State Commonwealth of New York Virginia may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership and/or Stockholders, as applicable, at its address their respective addresses provided in Section 13 hereof, and each of Stockholders and the Company and the Operating Partnership each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.manner

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company, each of the Company Selling Securityholder and the Operating Partnership each Nortex Owner accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Securityholder and each Nortex Owner designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyLarrx X. Xxxxxxxx, and xxd such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by 36 each of the Company Selling Securityholder and the Operating Partnership Nortex Owner to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner at its or his address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company a Selling Securityholder or the Operating Partnership Nortex Owner refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company Selling Securityholder or the Operating Partnership Nortex Owner in the State of New York may be made by registered or certified mail, return receipt requested, to the Company Selling Securityholder or the Operating Partnership Nortex Owner at its or his address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership Selling Securityholder or Nortex Owner hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership any Selling Securityholder or Nortex Owner in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings brought against Company arising out of or relating to this Agreement Agreement, any Note or other Loan Document or any Obligation may be brought in any state or federal court of competent jurisdiction in the State of New York, York and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens conveniens, and irrevocably agrees (subject to appeal) to be bound by any judgment rendered thereby in connection with this Agreement, such Note, such other Loan Document or such Obligation. The Company designates and appoints The Corporation Trust Inc. the Controller and the Operating Partnership designates and appoints The Corporation Trust Chief Financial Officer of Company, at the address set forth under Company s name on the signature page hereof and such other persons Persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; providedthe applicable signature page hereto, however, that, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process upon it by mail shall upon receipt constitute sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectnotice. Nothing herein contained shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, and by execution and delivery of this AgreementAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, each of the GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably hereby agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf that service of all process in any such proceedings proceeding in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York court may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereofsubsection 9.8, and each of the Company and the Operating Partnership hereby acknowledges that such service shall being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action against Company in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State Commonwealth of New YorkVirginia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, _____________ and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State Commonwealth of New York Virginia may be made by registered or certified mail, return receipt requested, to the Company or at the Operating Partnership at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkDelaware, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholders each accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Selling Securityholders designate and appoint Miles H. Gxxxx, xxd the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and Miles H. Gxxxx xxx such other persons as may hereafter be selected by each of the Company and the Operating Partnership or Selling Securityholders irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership and/or Selling Securityholders at its address their respective addresses provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholders refuses to accept service, each of the Company and the Operating Partnership Selling Securityholders each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholders in the State of New York Delaware may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership and/or Selling Securityholders, as applicable, at its address their respective addresses provided in Section 13 hereof, and each of Selling Securityholders and the Company and the Operating Partnership each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkColorado, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its Subsidiaries and properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives waive any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, Xxxxxxx X. Xxxxxx and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York Colorado may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership such Selling Shareholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each Selling Shareholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company___________________, and such other persons as may hereafter be by selected by each of the Company and the Operating Partnership such Selling Shareholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of such Selling Stockholder at the Company and the Operating Partnership at its Company's address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership such Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership such Selling Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Selling Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to such Selling Shareholder at the Company or the Operating Partnership at its Company's address provided in Section 13 hereof, and each of the Company and the Operating Partnership such Selling Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership such Selling Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens convenience and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyCT Corporation, and such other persons as may hereafter be by selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and at the Operating Partnership at its address provided in Section 13 12 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 12 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter the Initial Purchaser to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All In addition to the provisions of Section 15, all judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Shareholder accepts for itself and himself and in connection with its or his properties, generally generally, unconditionally and unconditionallyirrevocably, the nonexclusive jurisdiction of the aforesaid courts and irrevocably waives any objection to the venue of a proceeding in any such court or any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company and the Selling Shareholder designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystem, and 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxd such other persons located in the United States as may hereafter be selected by each of the Company and or the Operating Partnership irrevocably Selling Shareholder, as the case may be, agreeing in writing to so serve, as its or his agent to receive on its or his behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and or the Operating Partnership at its address Selling Shareholder, as the case may be, as provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership Selling Shareholder hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Shareholder, as the case may be, in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address Selling Shareholder, as the case may be, as provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and or the Operating Partnership Selling Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholder each accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Selling Stockholder designates and appoints Xxxxx Xxxxxxx, and the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, Xxxxx X. Xxxxxxx and such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Selling Stockholder irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and and/or the Operating Partnership Selling Stockholder at its address their respective addresses provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholder refuses to accept service, each of the Company and the Operating Partnership Selling Stockholder each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Stockholder in the State of New York California may be made by registered or certified mail, return receipt requested, to the Company or and/or the Operating Partnership Selling Stockholder, as applicable, at its address their respective addresses provided in Section 13 14 hereof, and each of Selling Stockholder and the Company and the Operating Partnership each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholders accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each of the Selling Securityholders designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyCloyxx X. Xxxxxxx xxx Joe Xxxxxx, xxd each or either of them, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its of each of their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership a Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Stockholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Selling Stockholders collectively designate and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyappoint __________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Stockholders acting together irrevocably agreeing in writing to so serve, as its agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Stockholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholders refuses to accept service, each of the Company and the Operating Partnership Selling Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Stockholders in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or Selling Stockholder at the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Stockholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company and the Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Securityholder refuses to accept service, each of the Company and the Operating Partnership Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Securityholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and or the Operating Partnership Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Selling Securityholders designate and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyappoint ___________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its their agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise ----------------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholders refuses to accept service, each of the Company and the Operating Partnership Selling Securityholders hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholders in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholders at its their address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholders hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out (a) To the extent permitted by applicable law, each Obligor (i) hereby irrevocably submits to the nonexclusive jurisdiction of or relating to this Agreement may be brought in any state or federal court the Supreme Court of competent jurisdiction in the State of New York, New York County (without prejudice to the rights of any holder of a Note to remove to the United States District Court for the Southern District of New York) and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts and waives United States District Court for the Southern District of New York, for the purposes of any defense suit, action or other proceeding arising out of forum non conveniens and this Agreement, or the subject matter hereof or any of the transactions contemplated hereby or thereby brought by any holder of the Notes, (ii) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court, and (iii) hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof may not be bound enforced in or by such court. (b) A final judgment obtained in respect of any action, suit or proceeding referred to in this Section 22.7 shall be conclusive and may be enforced in other jurisdictions by suit or judgment rendered thereby or in any manner as provided by applicable law. Each Obligor hereby consents to service of process by registered mail, Federal Express, or similar courier at its address set forth in Section 18, it being agreed that service in such manner shall constitute valid service upon or its respective successors or assigns in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereofaction or proceeding only; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction nothing in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in this Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein 22.7 shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or applicable law. When this Agreement is executed and delivered by Prudential and the Obligors, it shall limit become a binding agreement between Prudential and the right Obligors, amending and restating the Existing Agreement as provided herein. This Agreement shall also inure to the benefit of any Underwriter each Purchaser which shall have executed and delivered a Confirmation of Acceptance, and each such Purchaser shall be bound by this Agreement to bring proceedings against each the extent provided in such Confirmation of Acceptance. * * * * * Very truly yours, LINCOLN ELECTRIC HOLDINGS, INC. By ---------------------------------------- Title: By Title: THE LINCOLN ELECTRIC COMPANY By ---------------------------------------- Title: By ---------------------------------------- Title: The foregoing is hereby agreed to as of the Company and the Operating Partnership in the courts of any other jurisdiction.date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: --------------------------------------- Its: Vice President EXHIBIT A-1 [FORM OF RESTATED NOTE] LINCOLN ELECTRIC HOLDINGS, INC. THE LINCOLN ELECTRIC COMPANY

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating brought against the Company, the Borrower and/or any other Credit Party with respect to this Agreement Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New YorkNorth Carolina, and and, by execution and delivery of this Agreement, each of the Company Company, the Borrower and the Operating Partnership accepts other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this AgreementAgreement from which no appeal has been taken or is available. The Company designates and appoints The Corporation Trust Inc. Each of the Company, the Borrower and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Credit Parties irrevocably agreeing in writing to so serve, as its agent to receive on its behalf agrees that all service of all process in any such proceedings in any such courtcourt may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Company Company, the Borrower and the Operating Partnership other Credit Parties to be effective and binding service in every respect. A copy Each of the Company, the Borrower, the other Credit Parties, the Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company action or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction proceeding in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respectjurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and Company, the Operating Partnership Borrower or the other Credit Parties in the courts court of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySelix X. Xxxxx, and xxd such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement and the Pricing Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkIllinois, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts its Subsidiary accept for itself themselves and in connection with its their properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives waive any defense of forum non conveniens and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. its Subsidiary designate and the Operating Partnership designates and appoints The Corporation Trust Companyappoint __________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership its Subsidiary irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership its Subsidiary to be effective and binding service in every respect. A copy of any such process so served to serviced shall be mailed by registered mail to each of the Company and or its Subsidiary at the Operating Partnership at its address addresses provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership its Subsidiary refuses to accept service, each of the Company and the Operating Partnership its Subsidiary hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership and its Subsidiary in the State of New York Illinois may be made by registered or certified mail, return receipt requested, requested to the Company or and its Subsidiary at the Operating Partnership at its address provided in Section 13 14 hereof, and each of the Company and the Operating Partnership its Subsidiary hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the to right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings proceeding against each of the Company and the Operating Partnership its Subsidiary in the courts of any nay other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATES OF NEW YORK, and by execution and delivery of this AgreementFLORIDA AND CALIFORNIA, each of the Company and the Operating Partnership accepts for itself and in connection with its propertiesAND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, generally and unconditionallyGENERALLY AND UNCONDITIONALLY, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this AgreementTHE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. The Company Each Guarantor designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySpelling Entertainment Group Inc., and such other persons Persons as may hereafter be selected by each of the Company and the Operating Partnership such Guarantor irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership such Guarantor to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership such Guarantor at its address provided in Section 13 hereofsubsection 4.2; provided, however, provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership any Guarantor refuses to accept service, each of the Company and the Operating Partnership such Guarantor hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership such Guarantor in the State States of New York York, California and Florida may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership such Guarantor at its address provided in Section 13 hereofsubsection 4.2, and each of the Company and the Operating Partnership Guarantor hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership any Guarantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company_____________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably Selling Securityholder irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Shareholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 15 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings Sellers hereby irrevocably appoint Xxxx Xxxxx at DCC Securities, at its office at Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising out of or relating to in connection with this Agreement or any of the Operative Agreements and upon whom such process may be brought in any state or federal court served, with the same effect as if such party were a resident of competent jurisdiction in the State of New York and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to the other party at the address and in the manner specified in Section 14.01. Sellers and Purchasers will enter into such agreements with such agents as may be necessary to constitute and continue the appointment of such agents hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, such party will appoint a successor agent and attorney in New York, and by execution and delivery of this AgreementNew York, each of reasonably satisfactory to the Company and other party, with like powers. Each party hereby irrevocably submits to the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive non-exclusive jurisdiction of the aforesaid courts United States District Court for the Southern District of New York or any court of the State of New York located in the County of New York in any such action, suit or proceeding, and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any defense of objection based on forum non conveniens and irrevocably agrees or any other objection to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyvenue therein), and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure that such consent to mail such copy jurisdiction is solely for the purpose referred to in this Section 14.12 and shall not affect be deemed to be a general submission to the validity jurisdiction of service of such process. If any agent appointed by the Company said courts or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that other than for such service shall be effective and binding in every respectpurpose. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law Law or shall limit to commence legal proceedings or otherwise proceed against the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership other in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Each of the Company and the Selling Securityholder designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company__________________, and such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and or the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership Selling Securityholder each accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Selling Securityholder designates and appoints Normxx X. Xxxxxxx, xxd the Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and Jamex X. Xxxxxxxx xxx such other persons as may hereafter be selected by each of the Company and or the Operating Partnership Selling Securityholder irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and and/or the Operating Partnership Selling Securityholder at its address their respective addresses provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder each hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York California may be made by registered or certified mail, return receipt requested, to the Company or and/or the Operating Partnership Selling Securityholder, as applicable, at its address their respective addresses provided in Section 13 hereof, and each of the Selling Securityholder and the Company and the Operating Partnership each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out The Company irrevocably consents to the non-exclusive jurisdiction of any court of the State of New York or relating to this Agreement any United States federal court sitting in the Borough of Xxxxxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof, or any Argentine court sitting in Buenos Aires, Argentina, including the ordinary courts for commercial matters and, if the Notes are listed on the XXXX, the Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires (Permanent Arbitral Tribunal of the XXXX) under the provisions of Article 46 of the Argentine Capital Markets Law and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any state objection to any such suit, action, or federal proceeding that may be brought in connection with this Indenture or the Notes in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company or its assets or properties is subject by a suit upon such judgment; provided, that service of process is effected upon the Company in the manner provided by this Indenture. The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Notes against the Company (a) in any court of competent jurisdiction in the State of New YorkYork or any United States federal court sitting in the Borough of Manhattan, New York City may be made upon C T Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process and by execution and delivery of this Agreement, each (b) in any competent court in Argentina or in the arbitrators’ tribunal of the Company and XXXX in Argentina, may be made at the Operating Partnership accepts for itself and in connection with its propertiesCompany’s legal domicile at Don Bosco 3672, generally and unconditionally0xx xxxxx, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement(X0000XXX) Xxxxxx Xxxxx, Xxxxxxxxx. The Company designates represents and appoints warrants that C T Corporation System has agreed to act as the Company’s agent for service of process. The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and Company agrees that such other persons appointment shall be irrevocable so long as may hereafter be selected by each any of the Company and Notes remain Outstanding or until the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed irrevocable appointment by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership a successor in the State of New York as its authorized agent for such purposes and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, which may be made by registered or certified mailnecessary to continue such appointment in full force and effect as aforesaid. If C T Corporation System shall cease to act as the Company’s agent for service of process, return receipt requested, the Company shall appoint without delay another such agent and provide notice to the Company or the Operating Partnership at its address provided Trustee of such appointment. With respect to any such action in Section 13 hereof, and each any court of the State of New York or any United States federal court in the Borough of Manhattan, New York City, service of process upon C T Corporation System, as the authorized agent for the Company for service of process and the Operating Partnership hereby acknowledges that written notice of such service to the Company, shall be effective and binding deemed, in every respect, effective service of process upon the Company. Nothing herein in this Section shall affect the right of any party to serve legal process in any other manner permitted by law or shall limit affect the right of any Underwriter party to bring proceedings any action or proceeding against each of the Company and the Operating Partnership any other party or its property in the courts of any other jurisdictionjurisdictions.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating (a) The Company irrevocably consents to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense court of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the Securities in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture or as otherwise permitted by law. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company may be instituted in any competent court in the Republic of Chile. (b) The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture or the Securities against the Company in any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, may be made upon Cogency Global Inc. at 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the Company irrevocably appoints as its authorized agent for service of process. The Company represents and warrants that Cogency Global Inc. has agreed to act as the Company’s agent for service of process. The Company agrees that such appointment shall be irrevocable so long as any of the Securities remain outstanding or until the irrevocable appointment by registered the Company of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Company further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If Cogency Global Inc. shall cease to act as the agent for service of process for the Company, the Company shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of the State of New York or certified mailany United States Federal court, return receipt requestedin each case, in the Borough of Manhattan, The City of New York, service of process upon Cogency Global Inc., as the authorized agent of the Company for service of process, and written notice of such service to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding deemed, in every respect. , effective service of process upon the Company. (c) Nothing herein in this Section shall affect the right of any party to serve legal process in any other manner permitted by applicable law or shall limit affect the right of any Underwriter party to bring proceedings any action or proceeding against each of the Company and the Operating Partnership any other party or its property in the courts of any other jurisdictionjurisdictions.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction situated in the State Borough of Manhattan in the City of New York, New York, and by execution and delivery of this Agreement, each of the Company Trust and the Operating Partnership Advisers accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any and defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company Each of the Trust and the Advisers designates and appoints The CT Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanySystem, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by each of the Company Trust and the Operating Partnership Advisers irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company Trust and the Operating Partnership Adviser to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company Trust, and the Operating Partnership Advisers, as applicable, at its address provided in Section 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by each of the Company or Trust and the Operating Partnership Advisers refuses to accept service, each of the Company Trust and the Operating Partnership Advisers hereby agrees that service of process sufficient for personal jurisdiction in any action against each of the Company or Trust and the Operating Partnership Advisers in the State of New York may be made by registered or certified mail, return receipt requested, to each of the Company or Trust and the Operating Partnership Advisers, as applicaqble, at its address provided in Section 13 hereof, and each of the Company Trust and the Operating Partnership Advisers hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company Trust and the Operating Partnership Advisers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS, and by execution and delivery of this AgreementAND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, each of the GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State Commonwealth of New York Massachusetts may be made by registered or certified mail, return receipt requested, to the chief executive officer or senior financial officer of Company or the Operating Partnership from time to time in office at its Company’s address provided in Section 13 hereofsubsection 9.8, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership each Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Selling Securityholders designate and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyappoint ______________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof14 hereto, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement and the Pricing Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkIllinois, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts Selling Stockholders accept for itself themselves and in connection with its their properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives waive any defense of forum non conveniens and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates Selling Stockholders designate and appoints The Corporation Trust Companyappoint __________________, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Stockholders irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Stockholders to be effective and binding service in every respect. A copy of any such process so served to serviced shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Stockholders at its address the addresses provided in Section 13 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Stockholders refuses to accept service, each of the Company and the Operating Partnership Selling Stockholders hereby agrees agree that service of process sufficient for personal jurisdiction in any action against the Company or and the Operating Partnership Selling Stockholders in the State of New York Illinois may be made by registered or certified mail, return receipt requested, requested to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership Selling Stockholders at the addresses provided in Section 15 hereof, and the Company and the Selling Stockholders hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the to right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings proceeding against each of the Company and the Operating Partnership Selling Stockholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF MICHIGAN AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, and by execution and delivery of this AgreementGENERALLY AND UNCONDITIONALLY, each of the THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS -77- 84 AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. Company and the Operating Partnership accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably hereby agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Company, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf that service of all process in any such proceedings proceeding in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York court may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 on the signature page hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action against Company in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lenders to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkVirginia, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership accepts for itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust CompanyErnexx X. Xxxxxx, and XX xxx such other persons as may hereafter be selected by each of the Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership at its address provided in Section 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York Virginia may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each Each of the Company and each Holder hereby irrevocably appoints the Operating Partnership accepts for itself Corporation Trust Company, at its office at 1209 Orange Street, Wilmington, DE 19801, its lawful agent and attornxx xx xxxxxx xxx xxxxxxxxxxx xxxxxxx xx any and all process against it in connection with its propertiesany action, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby suit or proceeding arising in connection with this Agreement. The Company designates Agreement and appoints The Corporation Trust Inc. upon whom such process may be served, with the same effect as if such party were a resident of the State of Delaware and the Operating Partnership designates and appoints The Corporation Trust Companyhad been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to each other persons as may hereafter be selected by each party at the address and in the manner specified in Section 12.3. Each of the Company and each Holder will enter into such agreements with such agent as may be necessary to constitute and continue the Operating Partnership appointment of such agent hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, each party will appoint a successor agent and attorney in Wilmington, Delaware, reasonably satisfactory to the Company, with like powers. Each party hereby irrevocably agreeing submits to the non-exclusive jurisdiction of the United States District Court for the District of Delaware or any court of the State of Delaware located in writing to so serve, as its agent to receive on its behalf service the City of all process Wilmington in any such proceedings in action, suit or proceeding, and agrees that any such courtaction, such service being hereby acknowledged by each of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served suit or proceeding shall be mailed by registered mail brought only in such court (and waives any objection based on forum non conveniens or any other objection to each of the Company and the Operating Partnership at its address provided in Section 13 hereofvenue therein); provided, however, that, unless otherwise provided by applicable law, any failure that such consent to mail such copy jurisdiction is solely for the purpose referred to in this Section 12.5 and shall not affect be deemed to be a general submission to the validity jurisdiction of service of such process. If any agent appointed by the Company said courts or the Operating Partnership refuses to accept service, each of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership at its address provided in Section 13 hereof, and each of the Company and the Operating Partnership hereby acknowledges that Delaware other than for such service shall be effective and binding in every respectpurpose. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law or shall limit the right of to commence legal proceedings or otherwise proceed against any Underwriter to bring proceedings against each of the Company and the Operating Partnership other party in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Operating Partnership each Selling Securityholder accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The Company designates Selling Securityholders designate and appoints The Corporation Trust Inc. and the Operating Partnership designates and appoints The Corporation Trust Companyappoint Xxxxxxxxxxx X. Carton, and such other persons as may hereafter be selected by each of the Company and the Operating Partnership Selling Securityholders irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each of the Company and the Operating Partnership Selling Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each of the Company and the Operating Partnership Selling Securityholder at its address provided in Section 13 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Operating Partnership Selling Securityholder refuses to accept service, each of the Company and the Operating Partnership Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against the Company or the Operating Partnership Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to the Company or the Operating Partnership Selling Securityholder at its address provided in Section 13 hereof14 hereto, and each of the Company and the Operating Partnership Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each of the Company and the Operating Partnership Selling Securityholder in the courts of any other jurisdiction.