Common use of Jurisdiction and Process; Waiver of Jury Trial Clause in Contracts

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a21.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding proceeding, and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 21.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Subsidiary Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Subsidiary Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Subsidiary Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Subsidiary Guaranty Agreement or other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the . The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in this Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in Section 12 7 or at such other address of which such holder you shall then have been notified pursuant to Section 12said Section. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (c) . Nothing in this Section 13.6 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) . THE GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of . The Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 13.6(a10 brought in any such court shall be conclusive and binding upon the Guarantor subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which the Guarantor is or may be subject) by a suit upon such judgment. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section 10 by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in Section 12 7 or at such other address of which such holder you shall then have been notified pursuant to Section 12said Section. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (c) . Nothing in this Section 13.6 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) . THE GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York the courts of the State of Illinois or federal court sitting in the Borough United States District Court for the Northern District of Manhattan, The City of New YorkIllinois, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-non exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Each Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor party hereto and each holder of a Note (a) irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To any Financing Document and (b) to the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor party hereto and each holder of a Note consents to process being served by or on behalf of any other such Guarantor party or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such party or holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder them agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-non exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding solely of the nature referred to in Section 13.6(a12(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough Northern District of Manhattan, The City of New YorkIllinois, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding solely of the nature referred to in Section 13.6(a11(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Sensient Technologies Corporation Note Purchase Agreement (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Subsidiary Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Subsidiary Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR SUBSIDIARY GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE SUBSIDIARY GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) i. Each of the Guarantor Party irrevocably and each holder irrevocably submits to the non-exclusive jurisdiction of unconditionally agrees that any New York State or federal court sitting in the Borough of Manhattanlegal action, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementRelease Agreement brought by any Party shall be brought and determined in the Court of Chancery of the State of Delaware (the “Chancery Court”), provided, that if jurisdiction is not then available in the Chancery Court, then any such legal action, suit, or proceeding may be brought in any federal or state court in New Castle County, the city of Wilmington, Delaware (collectively with the Chancery Court, the “Delaware Courts”), and each Party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding. To Each Party agrees not to commence any proceeding relating to this Release Agreement except in the fullest extent Delaware Courts, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any Delaware Court. Each Party further agrees that, in addition to any other method to serve process permitted by applicable law, notice to the addresses set forth below each Party’s signature page hereto (as may be amended) shall constitute sufficient service of the Guarantor process, and each holder of Notes Party further waives any argument that such service is insufficient. Each Party hereby irrevocably waives and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Release Agreement, (A) any claim that it is not personally subject to the jurisdiction of the Delaware Courts for any such courtreason, any objection (B) that it may now or hereafter have to the laying of the venue its property is exempt or immune from jurisdiction of any such suitcourt or from any legal process commenced in such courts (whether through service of notice, action attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise), and (C) that (1) the proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, (2) the venue of such proceeding is improper, or (3) this Release Agreement, or the subject matter hereof, may not be enforced in or by such courts. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holderii. EACH PARTY HEREBY WAIVES, as applicableTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION BROUGHT ON LEGAL PROCEEDING DIRECTLY OR WITH RESPECT INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE RELEASE AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER DOCUMENT EXECUTED THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION HEREWITHTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementParent Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding solely of the nature referred to in Section 13.6(a11(a) by mailing a copy thereof by registered registered, certified or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 9, to Section 12it. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty, the Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a11(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 11(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Constituent Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a24.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 20 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Back to Contents (c) Nothing in this Section 13.6 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. Back to Contents The execution hereof by the Purchasers shall constitute a contract among the Constituent Companies and the Purchasers for the use and purposes hereinabove set forth. Very truly yours, BRANDYWINE OPERATING PARTNERSHIP L.P., as Issuer By: BRANDYWINE REALTY TRUST, as general partner By_________________________________ Its_______________________________ BRANDYWINE REALTY TRUST, as Parent Guarantor By____________________________________ Its__________________________________ Back to Contents This Agreement is hereby accepted and agreed to as of the date thereof. [ADD PURCHASERS SIGNATURE BLOCKS] Back to Contents INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE TRAVELERS INSURANCE COMPANY $40,500,000 242 Trumbull Street, P.O. Box 150449 Hartford, Connecticut 06115-0449 Attention: Private Placements, 7th Floor Facsimile: (000) 000-0000 Payments All payments on or in respect of the Notes to be made by crediting (in the form of federal funds bank wire transfer, identifying each payment as “Brandywine Operating Partnership, L.P., 4.34% Senior Notes due December 14, 2008, PPN 105340 A* 4, principal, interest or premium”) to: The Travelers Insurance Company – Consolidated Private Placement Account No. 000-0-000000 JPMorgan Chase Bank Onx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA #000000000 Notices All notices with respect to payment to be addressed: The Travelers Insurance Company 240 Xxxxxxxx Xxxxxx, P.O. Box 150449 Hartford, Connecticut 06115-0449 Attention: Cashier, 5th Floor Facsimile: (000) 000-0000 All other communications to be addressed as first provided above. Name of Nominee in which Notes are to be issued: TRAL & CO Taxpayer I.D. Number: 00-0000000 (a Connecticut corporation) SCHEDULE A (to Note Purchase Agreement) Back to Contents NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE TRAVELERS LIFE AND ANNUITY COMPANY $2,500,000 242 Trumbull Street, P.O. Box 150449 Hartford, Connecticut 06115-0449 Attention: Private Placements, 7th Floor Facsimile: (000) 000-0000 Payments All payments on or in respect of the Notes to be made by crediting (in the form of federal funds bank wire transfer, identifying each payment as “Brandywine Operating Partnership, L.P., 4.34% Senior Notes due December 14, 2008, PPN 105340 A* 4, principal, interest or premium”) to: The Travelers Insurance Company – Consolidated Private Placement Account No. 000-0-000000 JPMorgan Chase Bank Onx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA #000000000 Notices All notices with respect to payment to be addressed: The Travelers Life and Annuity Company 240 Xxxxxxxx Xxxxxx, X.X. Xxx 000000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Attention: Cashier, 5th Floor Facsimile: (000) 000-0000 All other communications to be addressed as first provided above. Name of Nominee in which Notes are to be issued: TRAL & CO

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementParent Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding solely of the nature referred to in Section 13.6(a11(a) by mailing a copy thereof by registered registered, certified or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 9, to Section 12it. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Guarantor waives trial by jury in any action brought on or with respect to this Agreement, the notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Member Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The the City of New York, over any suit, action or proceeding arising out of or relating to this Deed of Guarantee Agreementor any other document executed in connection herewith. To the fullest extent permitted by applicable law, each of the Member Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Member Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a5.03(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Member Guarantor consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in Section 5.03(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or 5.02, to National Registered Agents, Inc., at such other address 000 Xxxxxx Xxxxxx00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 1001110005, as its agent for the purpose of which such holder shall then have been notified pursuant to Section 12accepting service of any process in the United States. Each of the Member Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 5.03 shall affect the right of any holder Holder to serve process in any manner permitted by law, or limit any right that the holders Holders may have to bring proceedings against the any Member Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE Each Member Guarantor hereby irrevocably appoints National Registered Agents, Inc. to receive for it, and on its behalf, service of process in the United States. (f) EACH MEMBER GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS DEED OF GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Subsidiary Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Subsidiary Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 14 or at such other address of which such holder shall then have been notified pursuant to Section 1214. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Subsidiary Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Subsidiary Guaranty Agreement or other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.7 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a1) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of Manhattan, The City of New YorkXxxx County, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b2) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a8(f)(1) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Company at its address specified in Section 12 18 of the Note Purchase Agreement or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c3) Nothing in this Section 13.6 8(f) shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d4) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Guarantor hereby waives trial by jury in any action brought on or with respect to this Guaranty or any other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (ai) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (bii) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(aparagraph 11O(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 paragraph 11I or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder paragraph 11I. The Company agrees that such service upon receipt (ia) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (iib) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (ciii) Nothing in this Section 13.6 paragraph 11O shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (div) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. WITHOUT INTENDING IN ANY WAY TO LIMIT THE GUARANTOR AND PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, IF THE HOLDERS HEREBY WAIVE ABOVE WAIVER OF THE RIGHT TO A TRIAL BY JURY IN IS NOT ENFORCEABLE, THE PARTIES HERETO AGREE THAT ANY ACTION BROUGHT ON AND ALL DISPUTES OR WITH RESPECT CONTROVERSIES OF ANY NATURE CONCERNING THIS AGREEMENT AND THE MATTERS CONTEMPLATED HEREBY (EACH, A “CLAIM”), INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY TO THIS GUARANTEE AGREEMENT AGREEMENT, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). IN SUCH EVENT, THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR OTHER DOCUMENT EXECUTED FEDERAL JUDGE. IN CONNECTION HEREWITHTHE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS PARAGRAPH SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE ANY AVAILABLE SELF-HELP REMEDIES, FORECLOSE AGAINST ANY COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS PARAGRAPH. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a12.6(a) hereof by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 the Note Agreement or at such other address of which such holder shall then have been notified pursuant to Section 12. Each 18 of the Note Agreement. The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 12.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Obligor irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of ManhattanXxxx County, The City of New York, Illinois over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Table of Contents (b) Each of the Guarantor and each holder Obligor consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Obligor consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Constituent Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 19 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH. The execution hereof by the Purchasers shall constitute a contract among the Company, the Parent Guarantor and the Purchasers for the uses and purposes and on the terms hereinabove set forth. Very truly yours, HAWAII ELECTRIC LIGHT COMPANY, INC. Xxxxx X.X. Xxxxxxxx Financial Vice President Xxxxx Xxx Xxxxxx Treasurer HAWAIIAN ELECTRIC COMPANY, INC. Xxxxx X.X. Xxxxxxxx Senior Vice President and Chief Financial Officer Xxxxx Xxx Xxxxxx Treasurer This Agreement is hereby acceptedand agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANYING USA ANNUITY AND LIFE INSURANCE COMPANYRELIASTAR LIFE INSURANCE COMPANYSECURITY LIFE OF DENVER INSURANCE COMPANYRELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By: /s/ Xxxx XxxxxxxXxxx: Xxxx XxxxxxxXxxxx: Senior Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxx X. Xxxxxx, Xx. CFA Name: Xxxx X. Xxxxxx, Xx. CFA Title: Vice President LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: /s/ Xxxx X. Xxxxxx, Xx. CFA Name: Xxxx X. Xxxxxx, Xx. CFA Title: Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. PACIFIC LIFE INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary This Agreement is hereby acceptedand agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLCa Delaware limited liability company,its authorized signatory By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel By /s/ Xxxxxxxx X. XxXxxxxxx Name: Xxxxxxxx X. XxXxxxxxx Title: Counsel This Agreement is hereby acceptedand agreed to as of the date thereof. CoBank, ACB By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. PHL Variable Insurance Company By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President Name and Address of Purchaser Principal Amount of Series A Notes to be Purchased Principal Amount of Series B Notes to be Purchased Principal Amount of Series C Notes to be Purchased ING USA ANNUITY AND LIFE INSURANCE COMPANYc/o ING Investment Management LLC5780 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000Xxxxxxx, XX 00000-0000 $0 $0 $4,100,000 (1) All payments on account of Notes held by such purchaser should be made by wiretransfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. (2) Address for all notices related to payments: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000-0000 Attn: Operations/Settlements Fax: (000) 000-0000 (3) Address for all other communications and notices: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000-0000 Attn: Private Placements Fax: (000) 000-0000 (4) Address for Delivery of Notes: The Bank of New York Mellon Xxx Xxxx Xxxxxx Window A - 0xx Xxxxx Xxx Xxxx, XX 00000 with a copy to: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000-0000 Attn: Xxxxx Xxxxxxx Email: Xxxxx.Xxxxxxx@XXXxxxxxxxxxx.xxx Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon

Jurisdiction and Process; Waiver of Jury Trial. (a) a. Each of the Guarantor and each holder hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it such Guarantor is not subject to the jurisdiction of any such court, any objection that it such Guarantor may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) b. Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Secured Party in any suit, action or proceeding of the nature referred to in Section 13.6(a17(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its the address specified in Section 12 14 or at such other address of which such holder Secured Party shall then have been notified pursuant to Section 12such Section. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it such Guarantor in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itsuch Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) c. Nothing in this Section 13.6 Agreement shall affect the right of any holder Secured Party to serve process in any manner permitted by law, or limit any right that the holders any Secured Party may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHd. The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Note Purchase Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough city of Manhattan, The City of New YorkChicago, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or any Subsidiary Guaranty. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. [ADD PURCHASER SIGNATURE BLOCKS] INFORMATION RELATING TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHPURCHASERS Name in Which to Register Note(s) XXXX XXXXXXX LIFE INSURANCE COMPANY Senior Note Registration Number(s); Principal Amount(s) RG-1; $17,000,000 RG-2; $ 9,000,000 Payment on account of Note Method Federal Funds Wire Transfer Account information Bank Name: Federal Reserve Bank of Boston ABA Number: 000000000 Account Name: F008 US PP Collector DDA Number: 048771 Account Number: JPPF1001002 On Order of: (See “Accompanying information” below) Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address / Fax # for notices related to payments Xxxx Xxxxxxx Financial Services 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Investment Accounting, B-3 Fax: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Administration, C-2 Fax: (000) 000-0000 Address / Fax # for all other notices Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Law, C-3 Fax: (000) 000-0000 and (Including copies of notices regarding compliance reporting, financial statements and related certifications): Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Oil & Gas Group C-2-10 Fax: (000) 000-0000 Instructions re Delivery of Notes Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xx., X-0 Xxxxxx, XX 00000 Attn: Xxx Xxxxxxxxx, Esq. Signature Block XXXX XXXXXXX LIFE INSURANCE COMPANY By: Name: Title: Tax identification number 00-0000000 Name in Which to Register Note(s) XXXX XXXXXXX LIFE INSURANCE COMPANY Senior Note Registration Number(s); Principal Amount(s) RG-3; $250,000 Payment on account of Note Method Federal Funds Wire Transfer Account information Bank Name: State Street Bank & Trust Company ABA Number: 000000000 Beneficiary Account: 00000000 Beneficiary Name: JHL SA 1Z - Private Placement Fund, Fund I4BI On Order of: (See “Accompanying information” below) Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address / Fax # for notices related to payments State Street Bank & Trust Company 000 Xxxxxxxxx Xxxxxx, Mail Code CPH0452 Boston, MA 02116 Attn: JHML Group Fax: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Administration, C-2 Fax: (000) 000-0000 Address / Fax # for all other notices Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Law, C-3 Fax: (000) 000-0000 and (Including copies of notices regarding compliance reporting, financial statements and related certifications): Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Oil & Gas Group C-2-10 Fax: (000) 000-0000 Instructions re Delivery of Notes Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xx., X-0 Xxxxxx, XX 00000 Attn: Xxx Xxxxxxxxx, Esq. Signature Block XXXX XXXXXXX LIFE INSURANCE COMPANY By: Name: Title: Tax identification number 00-0000000 Name in Which to Register Note(s) XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) Senior Note Registration Number(s); RG-4; $11,750,000 Principal Amount(s) Payment on account of Note Method Federal Funds Wire Transfer Account information Bank Name: Federal Reserve Bank of Boston ABA Number: 000000000 Account Name: F008 US PP Collector DDA Number: 048771 Account Number: JPPF1001002 On Order of: (See “Accompanying information” below) Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address /Fax # for notices related to payments Xxxx Xxxxxxx Financial Services 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Investment Accounting, B-3 Fax: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Administration, C-2 Fax: (000) 000-0000 Address / Fax # for all other notices Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Law, C-3 Fax: (000) 000-0000 and (Including copies of notices regarding compliance reporting, financial statements and related certifications): Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Oil & Gas Group C-2-10 Fax: (000) 000-0000 Instructions re Delivery of Notes Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xx., X-0 Xxxxxx, XX 00000 Attn: Xxx Xxxxxxxxx, Esq. Signature Block XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By: Name: Title: Tax identification number 00-0000000 Name in Which to Register Note(s) XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY Senior Note Registration Number(s); Principal Amount(s) RG-5; $12,000,000 Payment on account of Note Method Federal Funds Wire Transfer Account information Bank Name: Federal Reserve Bank of Boston ABA Number: 000000000 Account Name: F008 US PP Collector DDA Number: 048771 Account Number: JPPF1001002 On Order of: (See “Accompanying information” below) Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address / Fax # for notices related to payments Xxxx Xxxxxxx Financial Services 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Investment Accounting, B-3 Fax: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Administration, C-2 Fax: (000) 000-0000 Address / Fax # for all other notices Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Investment Law, C-3 Fax: (000) 000-0000 and (Including copies of notices regarding compliance reporting, financial statements and related certifications): Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xx. Xxxxxx, XX 00000 Attn: Oil & Gas Group C-2-10 Fax: (000) 000-0000 Instructions re Delivery of Notes Xxxx Xxxxxxx Life Insurance Company 000 Xxxxxxxxx Xx., X-0 Xxxxxx, XX 00000 Attn: Xxx Xxxxxxxxx, Esq. Signature Block XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: Name: Title: Tax identification number 00-0000000 Name in Which to Register Note(s) XXXX & CO. Senior Note Registration Number(s); RG-6; $7,000,000 Principal Amount(s) Payment on account of Note Method Federal Funds Wire Transfer Account information XXXX & CO. c/o XX Xxxxxx Xxxxx Bank New York, NY ABA No. 021 000 021 SSG Private Income Processing A/C #000-0-000000 Custodial Account No. G08287 Re: (See “Accompanying information” below) Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address /Fax # for notices related to payments Provident Investment Management, LLC Private Placements Xxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Address / Fax # for all other notices Provident Investment Management, LLC Private Placements Xxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Instructions re Delivery of Notes XX Xxxxxx Xxxxx Bank 0 Xxx Xxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxx / G08287 (Tel: 000-000-0000) Ref: Account No.: G08287 (Unum Life Insurance Company of America) Signature Block UNUM LIFE INSURANCE COMPANY OF AMERICA By: Provident Investment Management, LLC Its: Agent By: Name: Title: Tax identification number 00-0000000 (XXXX & CO.) Name in Which to Register Note(s) KNIGHTS OF COLUMBUS Senior Note Registration Number(s); Principal Amount(s) RG-7; $7,000,000 Payment on account of Note(s) Method Federal Funds Wire Transfer Account information Bank of New York ABA #000000000 CREDIT A/C: GLA111566 ATTN: P&I Dept A/C Name: Knights of Columbus Life Account Account#: 200700 P & I Breakdown: Ref “Accompanying Information below” Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address / Fax # for notices related to payments Knights of Columbus Life Account # 200700 Attn: Investment Accounting Dept., 14th Floor Xxx Xxxxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Address / Fax # for all other notices Knights of Columbus Attn: Investment Department, 19th Floor Xxx Xxxxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Instructions re Delivery of Note(s) The Bank of New York Mellon Xxx Xxxx Xxxxxx, 0xx Floor, Window “A” New York, NY 10286 Attn: Physical Delivery, Xxxx Xxxx (Tel. 000-000-0000) KNIGHTS OF COLUMBUS LIFE ACCOUNT # 200700 Signature Block KNIGHTS OF COLUMBUS By: Name: Title: Tax identification number 00-0000000 Name in Which to Register Note(s) SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY Senior Note Registration Number(s); RG-8; $3,000,000 Principal Amount(s) Payment on account of Note Method Federal Funds Wire Transfer Account information State Street Bank and Trust Company Boston, MA 02101 ABA #: 000000000 For further credit to: Southern Farm Bureau Life Insurance Company, DDA #: 00000000, Account #: EQ83 Ref: See “Accompanying Information” below Accompanying information Name of Issuer: CABOT OIL & GAS CORPORATION Description of Security: 9.78% Series G Senior Notes due December 1, 2018 PPN: 127097 C#8 Due date and application (as among principal, premium and interest) of the payment being made. Address / Fax # for notices related to payments Southern Farm Bureau Life Insurance Company P.O. Box 78 Jackson, MS 39205 Attn: Investment Department - Xxxxx Xxxxxxxxx, CFA Phone: (601) 981-5332 ext. 1506 Fax: (000) 000-0000 by overnight mail: 0000 Xxxxxxxxxx Xxxx Xxxxxxx, MS 39213 Address / Fax # for all other notices Southern Farm Bureau Life Insurance Company P.O. Box 78 Jackson, MS 39205 Attn: Investment Department - Xxxxx Xxxxxxxxx, CFA Phone: (601) 981-5332 ext. 1506 Fax: (000) 000-0000 by overnight mail: 0000 Xxxxxxxxxx Xxxx Xxxxxxx, MS 39213 Instructions re Delivery of Notes Southern Farm Bureau Life Insurance Co. 0000 Xxxxxxxxxx Xxxx Xxxxxxx, MS 39213 Attn: Xxxxx Xxxxxxxxx, Investment Department Signature Block SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: Name: Title: Tax identification number 00-0000000 DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Parent and each holder of Notes the Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that -38- any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder party hereto consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor Parent and each holder the Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Parent or the Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. -39- If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement among you, the Parent and the Issuer. Very truly yours, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership By: STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner By: STAG Industrial, Inc., a Maryland corporation, its sole Member By: /s/ Matts X. Xxxxxx Matts X. Xxxxxx Executive Vice President, Chief Financial Officer and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. BCBSM, Inc. DBA Blue Cross and Blue Shielf of Minnesota By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx Vice President Prudential Legacy Insurance Company of New Jersey By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx Vice President The Independent Order of Foresters By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx Vice President -41- Security Life of Denver Insurance Company Corporate Solutions Life Reinsurance Company Voya Retirement Insurance and Annuity Company Voya Pension Committee on Behalf of the Voya Retirement Plan Master Trust Compsource Mutual Insurance Company American Security Insurance Company United Service Protection Corporation Virginia Surety Company, Inc. American Bankers Insurance Company of Florida Xxxxxx Xxxx Life Insurance Company Carefirst of Maryland, Inc. Group Hospitalization and Medical Services, Inc. Mutual of America Life Insurance Company Metropolitan Life Insurance Company, on behalf of Metropolitan Life Insurance Company Separate Account 894 By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Senior Vice President Voya Private Credit Trust Fund Voya Private Credit Trust Fund-Xxxxxxx Sachs By: Voya Investment Management Co., as Trustee By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Senior Vice President -42- The United States Life Insurance Company in the City of New York By: AIG Asset Management (U.S.), LLC, as Investment Advisor By: /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx Managing Director Teachers Insurance and Annuity Association of America By: Nuveen Alternatives Advisors LLC, its investment manager By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Director CSAA Insurance Exchange By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Director The Lincoln National Life Insurance Company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Director -43- Nationwide Mutual Insurance Company Nationwide Life Insurance Company Nationwide Life and Annuity Insurance Company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signature Investors Heritage Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Sub-Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Delaware Life Insurance Company of New York By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Delaware Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Guggenheim Life and Annuity Company By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact -44- National Teachers Associates Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Xxxxxx Xxxx Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Xxxxxx Xxxx LIfe Insurance Company By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Madison National Life Insurance, Inc. By: Guggenheim Partners Investment Management, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Security Benefit Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact -45- United Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact WILCAC Life Insurancy Company By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Midland National Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact North American Company for Life and Health Insurance By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Puritan Life Insurance Company of America By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact SFG Bermuda Ltd. By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Allstate Life Insurance Company of New York By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Allstate Life Insurance Company of New York By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Wilton Re Overseas Limited By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact Thrivent Financial for Lutherans By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director -47- Allianz Life Insurance Company of North America By: Allianz Global Investors U.S. LLC, as the authorized signatory and investment manager By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director The Guardian Life Insurance Company of America By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Director American Republic Insurance Company Lincoln Heritage Life Insurance Company Catholic United Financial Trinity Universal Insurance Company Minnesota Life Insurance Company Securian Life Insurance Company By: Securian Asset Management Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President -48- American Republic Insurance Company Illinois Mutual Life Insurance Company Kentucky Employers' Mutual Insurance Authority National Benefit Life Insurance Company Pekin Life Insurance Company Penn National Security Insurance Company Pinnacol Assurance Primaerica Life Insurance Company By: Conning, Inc., as Investment Manager By: /s/ Xxxxxx Xxxxxxx Name:Xxxxxx Xxxxxxx Title: Director CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments CUMIS Insurance Society, Inc. By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments -49- American Family Mutual Insurance Company, S.I. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets Nassau Life and Annuity Company By: Nassau Asset Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Chief Investment Officer Genworth Life Insurance Company By: /s/ Wm. Xxxxxx Xxxxxxxx Name: Wm. Xxxxxx Xxxxxxxx Title: Investment Officer Southern Farm Bureau Life Insurance Company By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Title: Portfolio Manager -50- As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Parent and each holder of Notes the Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder party hereto consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor Parent and each holder the Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. ‑32‑ (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Parent or the Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH. ‑33‑ If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement among you, the Parent and the Issuer. Very truly yours, STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Vice President STAG INDUSTRIAL, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer, Executive Vice President and Treasurer ‑34‑ This Agreement is hereby accepted and agreed to as of the date hereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC, as Investment Adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Barings LLC, as Investment Adviser By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Barings LLC, as Investment Adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director KYOBO LIFE INSURANCE CO., LTD By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Head of Overseas Alternative Investment ‑35‑ This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Nuveen Alternatives Advisors LLC, its investment manager By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director ‑36‑ This Agreement is hereby accepted and agreed to as of the date hereof. SUN LIFE ASSURANCE COMPANY OF CANADA By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt, Private Fixed Income By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Assistant Vice President and Senior Counsel SUN LIFE AND HEALTH INSURANCE COMPANY (U.S.) By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt, Private Fixed Income By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Assistant Vice President and Senior Counsel PROFESSIONAL INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt, Private Fixed Income By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Assistant Vice President and Senior Counsel ‑37‑ This Agreement is hereby accepted and agreed to as of the date hereof. ALLIANCE UNITED INSURANCE COMPANY CATHOLIC UNITED FINANCIAL CATHOLIC FINANCIAL LIFE MINNESOTA LIFE INSURANCE COMPANY OPTUM BANK, INC. UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President ‑38‑ This Agreement is hereby accepted and agreed to as of the date hereof. DELAWARE LIFE INSURANCE COMPANY DELAWARE LIFE INSURANCE COMPANY OF NEW YORK GUARANTY INCOME LIFE INSURANCE COMPANY XXXXXX XXXX LIFE INSURANCE COMPANY WILTON REASSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact ‑39‑ This Agreement is hereby accepted and agreed to as of the date hereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments ‑40‑ This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY GENWORTH LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Investment Officer ‑41‑ This Agreement is hereby accepted and agreed to as of the date hereof. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK By: /s/ Xxx Xxxxxxx Xxxxxx Name: Xxx Xxxxxxx Xxxxxx Title: Vice President, Investments By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments ‑42‑ This Agreement is hereby accepted and agreed to as of the date hereof. MUTUAL OF OMAHA INSURANCE COMPANY UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President ‑43‑ This Agreement is hereby accepted and agreed to as of the date hereof. NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxx Xxxx Xxxxx Name: Xxxx Xxxx Xxxxx Title: Authorized Signatory ‑44‑ This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President - Investments ‑45‑

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party to this Agreement irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes party to this Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder party to this Agreement consents to process being served by or on behalf of such Guarantor or any holder, as applicable, other party hereto in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder party to this Agreement agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder party to this Agreement to serve process in any manner permitted by law, or limit any right that the holders any party hereto may have to bring proceedings against the Guarantor any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. IntercontinentalExchange, Inc. Note Purchase Agreement The execution hereof by the Company and the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, IntercontinentalExchange, Inc. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. The Variable Annuity Life Insurance Company Lexington Insurance Company United Guaranty Residential Insurance Company First SunAmerica Life Insurance Company Western National Life Insurance Company National Union Fire Insurance Company of Pittsburgh, PA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President The Northwestern Mutual Life Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its Authorized Representative Teachers Insurance and Annuity Association of America By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Director IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. The Lincoln National Life Insurance Company By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President Lincoln Life & Annuity Company of New York By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President Aviva Life and Annuity Company By: Aviva Investors North America, Inc., Its authorized attorney-in-fact By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: VP-Private Fixed Income IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. Transamerica Life Insurance Company By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President Western Reserve Life Assurance Company of Ohio By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President Transamerica Advisors Life Insurance Company of New York By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President Transamerica Advisors Life Insurance Company By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. Transamerica Life (Bermuda) Ltd By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President Connecticut General Life Insurance Company By: CIGNA Investments, Inc. (authorized agent) By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Managing Director Life Insurance Company of North America By: CIGNA Investments, Inc. (authorized agent) By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Managing Director CIGNA Health and Life Insurance Company By: CIGNA Investments, Inc. (authorized agent) By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Managing Director IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. Great-West Life & Annuity Insurance Company By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager, Investments Western-Southern Life Assurance Company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Columbus Life Insurance Company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. Integrity Life Insurance Company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President The Lafayette Life Insurance Company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President National Interstate Insurance Company By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Investment Manager IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. Continental Casualty Company By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Senior Vice President and Treasurer PHL Variable Insurance Company By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President Senior Health Insurance Company of Pennsylvania By: Conning, Inc., as Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Primerica Life Insurance Company By: Conning, Inc., as Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President IntercontinentalExchange, Inc. Note Purchase Agreement Accepted as of the date first written above. National Mutual Benefit Guaranty Income Life Insurance Company Group Health Cooperative By: Prime Advisors, Inc., its Attorney-in-Fact By: /s/ Xxxxx Sell Name: Xxxxx Sell Title: Vice President The Variable Annuity Life Insurance Company c/o AIG Asset Management (U.S.), LLC 0000 Xxxxx Xxxxxxx, Suite A36-01 Houston, Texas 77019 A $34,375,000 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 “IntercontinentalExchange, Inc., 4.13% Senior Notes, Tranche A, due November 9, 2018, PPN 45865V A*1, principal, premium or interest”) to: The Bank of New York Mellon ABA # 000-000-000 Account Number: [______________] For Further Credit to: VARIABLE ANNUITY LIFE INSURANCE CO.; Account No. [______________] Reference: PPN and Prin.: $_____ ; Int.: $_____

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.. A/75938206.2

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Guarantied Party in any suit, action or proceeding of the nature referred to in Section 13.6(a14(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in pursuant to Section 12 20 or at such other address of which such holder Guarantied Party shall then have been notified pursuant to Section 12such Section. Each of the The Guarantor and each holder agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14 shall affect the right of any holder Guarantied Party to serve process in any manner permitted by law, or limit any right that the holders any Guarantied Party may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND (BY ACCEPTING THE HOLDERS BENEFITS HEREOF) EACH GUARANTIED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT GUARANTY, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHGUARANTIED DOCUMENT.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of The Company and the Parent Guarantor and each holder irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Parent Guarantor irrevocably waive and each holder of Notes irrevocably waives and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of The Company and the Parent Guarantor and each holder consents agree, to process being served the fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company and the Parent Guarantor consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of The Company and the Parent Guarantor and each holder agrees agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Gladstone Commercial Limited Partnership Note Purchase Agreement (cd) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Parent Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. Gladstone Commercial Limited Partnership Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Parent Guarantor. Very truly yours, GLADSTONE COMMERCIAL LIMITED PARTNERSHIP By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer GLADSTONE COMMERCIAL CORPORATION By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer Gladstone Commercial Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Director Gladstone Commercial Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PACIFIC LIFE INSURANCE COMPANY By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxx Xxxxxx . Name: Xxxx Xxxxxx Title: Senior Director Gladstone Commercial Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxx Xxxxxx . Name: Xxxx Xxxxxx Title: Senior Director DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by hand delivery, delivery by reputable commercial delivery service, charges prepaid, by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The Guarantor and the holders (by their acceptance hereof) hereby waive trial by jury in any action brought on or with respect to this Guaranty Agreement or other document executed in connection herewith. Global Water Holdings, Inc. Guaranty Agreement

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and the Company each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and the Company each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and the Company each holder consents agrees, to process being served the fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Guarantor and the Company each consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and the Company each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Guarantor or the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The ---------------------------------------------- Guarantor and each holder irrevocably submits to the non-exclusive in personam jurisdiction of -- -------- any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam -- -------- jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the . The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in this Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in Section 12 7 or at such other address of which such holder you shall then have been notified pursuant to Section 12said Section. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (c) . Nothing in this Section 13.6 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) . THE GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor Constituent Company and each holder Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Constituent Company and each holder of Notes Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor Constituent Company and each holder Purchaser consents to process being served by or on behalf of such Guarantor or any holder, as applicable, party hereto in any suit, action or proceeding of the nature referred to in Section 13.6(a23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 19 or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor Constituent Company and each holder Purchaser agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23.7 shall affect the right of any holder party hereto to serve process in any manner permitted by law, or limit any right that the holders such party may have to bring proceedings against the Guarantor any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, XXXXXXX INDUSTRIAL REALTY, L.P. By: Xxxxxxx Industrial Realty, Inc. Its: General Partner By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer XXXXXXX INDUSTRIAL REALTY, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxxx Xxxxx Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxxxxx Xxxxx Vice President By: /s/ Xxxxxxxx Xxxxx Assistant Vice President By: /s/ Xxxxxxxx Xxxxx Vice President As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Issuer consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH. Retail Properties of America, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement between you and the Issuer. Very truly yours, RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM By: Prima Capital Advisors LLC, as authorized agent By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director CITY AND COUNTY OF SAN FRANCISCO EMPLOYEES’ RETIREMENT SYSTEM By: Prima Capital Advisors LLC, as authorized agent By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director PRIMA MORTGAGE INVESTMENT TRUST, LLC By: Prima Capital Advisors LLC, as authorized agent By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. USAA LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxx Xx. Name: Xxxxx X. Xxxxxxx Xx. Title: Executive Director USAA LIFE INSURANCE COMPANY OF NEW YORK By /s/ Xxxxx X. Xxxxxxx Xx. Name: Xxxxx X. Xxxxxxx Xx. Title: Executive Director UNITED SERVICES AUTOMOBILE ASSOCIATION By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President USAA CASUALTY INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, Its Investment Manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, Its Investment Manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, Its Investment Manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Director Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY OF NEW YORK By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Investment Officer GENWORTH LIFE AND ANNUITY INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Investment Officer Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. KNIGHTS OF COLUMBUS By /s/ Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxx, Xx. Its: Supreme Secretary Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney-in-fact, on behalf of Xxxxxxx National Life Insurance Company By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN COLORADO BANKERS LIFE INSURANCE COMPANY CATHOLIC UNITED FINANCIAL BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. DEARBORN NATIONAL LIFE INSURANCE COMPANY CINCINNATI LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE MINNESOTA LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ACCC INSURANCE COMPANY AMERICAN HOME LIFE INSURANCE COMPANY ATLANTIC COAST LIFE INSURANCE COMPANY BCBS BLUE BONNET LIFE INSURANCE COMPANY BLUE CROSS BLUE SHIELD OF MISSISSIPPI, A MUTUAL INSURANCE COMPANY BLUE CROSS BLUE SHIELD OF WYOMING BUILDERS MUTUAL INSURANCE COMPANY CENTRAL STATES HEALTH & LIFE COMPANY OF OMAHA DEGREE OF HONOR PROTECTIVE ASSOCIATION GLEANER LIFE INSURANCE SOCIETY GUARANTEE TRUST LIFE INSURANCE COMPANY LIFECARE ASSURANCE COMPANY NATIONAL TEACHERS ASSOCIATES LIFE INSURANCE COMPANY NGM INSURANCE COMPANY PENNSYLVANIA PROFESSIONAL LIABILITY JOINT UNDERWRITING ASSOCIATION PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY PROTECTIVE LIFE INSURANCE COMPANY STATE NATIONAL INSURANCE COMPANY By: Asset Allocation & Management Company, L.L.C. its authorized Attorney-in-Fact By /s/ Xxxx X. XxXxxxxxx Name: Xxxx X. XxXxxxxxx Title: Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ENSIGN PEAK ADVISORS, INC. By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Portfolio Manager Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. FIDELITY & GUARANTY LIFE INSURANCE COMPANY By /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. STATE OF WISCONSIN INVESTMENT BOARD By /s/ Xxxxxxxxxxx X. Xxxxxxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxxxxxx Title: Portfolio Manager DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor Adviser, SubAdviser and each holder the Sub-SubAdviser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor Adviser, SubAdviser and each holder of Notes the Sub-SubAdviser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor Adviser, SubAdviser and each holder the Sub-SubAdviser consents to process being served by or on behalf of such Guarantor or any holder, as applicable, party in any suit, action or proceeding of the nature referred to in Section 13.6(a21(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 19 or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor Adviser, SubAdviser and each holder the Sub-SubAdviser agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 21 shall affect the right of any holder party to serve process in any manner permitted by law, or limit any right that the holders such party may have to bring proceedings against the Guarantor other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of Purchaser and the Guarantor and each holder Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of Purchaser and the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Purchaser and the Guarantor and each holder Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of Purchaser and the Guarantor and each holder Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of the Company or any holder of a Note to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Notes may have to bring proceedings against the Guarantor other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, DST Systems, Inc. By /s/Kxxxxxx X. Xxxxx Kxxxxxx X. Xxxxx Vice President, Chief Financial Officer and Treasurer Accepted as of the date first written above. The Prudential Insurance Company of America By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Pruco Life Insurance Company By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Gibraltar Life Insurance Co., Ltd. By:Prudential Investment Management (Japan), Inc., as Investment Manager By:Prudential Investment Management, Inc., as Sub-Adviser By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Prudential Retirement Insurance and Annuity Company By:Prudential Investment Management, Inc., as investment manager By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Accepted as of the date first written above. Universal Prudential Arizona Reinsurance Company By:Prudential Investment Management, Inc., as investment manager By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Forethought Life Insurance Company By:Prudential Private Placement Investors, L.P. (as Investment Advisor) By:Prudential Private Placement Investors, Inc. (as its General Partner) By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Zurich American Insurance Company By:Prudential Private Placement Investors, L.P. (as Investment Advisor) By:Prudential Private Placement Investors, Inc. (as its General Partner) By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Accepted as of the date first written above. BCBSM, Inc. DBA Blue Cross and Blue Shield of Minnesota By:Prudential Private Placement Investors, L.P. (as Investment Advisor) By:Prudential Private Placement Investors, Inc. (as its General Partner) By /s/Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx Vice President Accepted as of the date first written above. Massachusetts Mutual Life Insurance Company By:Babson Capital Management LLC as Investment Adviser By /s/Txxxxx X. Xxxx Name: Txxxxx X. Xxxx Title: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuarantee. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ba) Each of The Subsidiary Guarantors agree, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a11(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (b) Each Subsidiary Guarantor consents to process being served by or on behalf of any Noteholder in any suit, action or proceeding of the nature referred to in Section 11(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery receipt requested, to it at its address specified in Section 12 15 or at such other address of which such holder Noteholder shall then have been notified pursuant to Section 12said Section. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 11 shall affect the right of any holder Noteholder to serve process in any manner permitted by law, or limit any right that the holders any Noteholder may have to bring proceedings against the any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHEach of the Subsidiary Guarantors hereby waives trial by jury in any action brought on or with respect to this Guarantee or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Obligor consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Credit Party irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement (including the Multiparty Guaranty) or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Credit Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Credit Party consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Credit Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding proceeding, and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT (INCLUDING THE MULTIPARTY GUARANTY), THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY, if an action or other proceeding is brought in the State of California and if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them concerning this Agreement (including the Multiparty Guaranty), the Notes, the other Transaction Documents and the matters contemplated hereby or thereby (each, a “Claim”), including any and all questions of law or fact relating thereto, shall be determined by judicial reference pursuant to the California Code of Civil Procedure (“Reference”). The parties shall select a single neutral referee, who shall be a retired state or federal judge. In the event that the parties cannot agree upon a referee, the referee shall be appointed by the court. The referee shall report a statement of decision to the court. Nothing in this paragraph shall limit the right of any party at any time to exercise any self-help remedies, foreclose against any collateral or obtain provisional remedies. The Company shall bear the fees and expenses of the referee unless the referee orders otherwise. The referee shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company and the Guarantors. Very truly yours, By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President By: /s/ Xxxxxx X. Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary On behalf of each of the foregoing Guarantors: By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President On behalf of each of the foregoing Guarantors By: /s/ Xxxxxx X. Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President By: /s/ Xxxxxx X. Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Chief Financial Officer and Treasurer By: L-Tex GP, Inc., its General Partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President By: /s/ Xxxxxx X. Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Corporate Secretary By: LTC GP VI, Inc., its General Partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President By: /s/ Xxxxxx X. Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Corporate Secretary By: L-Tex GP, Inc., its General Partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and President By: /s/ Xxxxxx X. Xxxxxxx-Xxxxxxx Name: Xxxxxx X. Xxxxxxx-Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Corporate Secretary

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and the Parent Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Parent Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Parent Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Company and the Parent Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Parent Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Terreno Realty LLC Note Purchase Agreement (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementPledge Agreement or any Pledged Securities. To the fullest extent permitted by applicable lawLaw, each of the Guarantor and each holder of Notes party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder party hereto consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in Section 13.6(a23(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in pursuant to Section 12 19 hereof or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder party hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable lawLaw, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23 shall affect the right of any holder party hereto to serve process in any manner permitted by lawLaw, or limit any right that the holders any party hereto may have to bring proceedings against the Guarantor relating to this Pledge Agreement in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE PLEDGE AGREEMENT OR ANY PLEDGED SECURITIES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor Credit Party and each holder MDA Pledgor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Credit Party and each holder of Notes MDA Pledgor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Credit Party and MDA Pledgor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a23.9(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Credit Party and MDA Pledgor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.9(a) by mailing a copy thereof by registered or certified or priority mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 19 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section, or delivering a copy thereof to CT Corporation System, located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. Each of the Guarantor Credit Party and each holder MDA Pledgor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 23.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor any Credit Party or MDA Pledgor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) Each Credit Party and MDA Pledgor organized in a jurisdiction outside of the United States or a territory thereof hereby irrevocably appoints CT Corporation System to receive for it, and on its behalf, service of process in the United States. (f) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. 24 DESIGNATION OF SUBSIDIARIES. The Company may from time to time: (a) designate or remove a Subsidiary as a Designated Subsidiary hereunder, on delivery to the Purchasers of: (i) a written notice of such designation or removal; and (ii) a certificate of a Senior Financial Officer of the Company (and such other evidence as the Required Holders shall reasonably request) to the effect that such designation or removal shall not cause a Default or Event of Default, which certificate shall confirm that, as at the end of the immediately preceding fiscal quarter, the threshold set forth in Section 9.12 and the negative covenants set forth in Sections 10.1 and 10.9 would have been satisfied on a pro forma basis having regard to such designation or removal; and (b) designate or remove a Subsidiary as a Non-Recourse Subsidiary hereunder on delivery of the following to the Purchasers:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and the Company each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and the Company each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and the Company each holder consents agrees, to process being served the fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Guarantor and the Company each consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and the Company each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Guarantor or the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of To the Guarantor and each holder fullest extent permitted by applicable law, the Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter after the Execution Date have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Holder in any suit, action or proceeding of the nature referred to in Section 13.6(a18.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder Holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 18.8 shall affect the right of any holder Holder to serve process in any manner permitted by law, or limit any right that the holders Holders may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) TO THE GUARANTOR AND FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, THE SOUTHERN CONNECTICUT GAS COMPANY By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, Its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: New York Life Investment Management LLC, Its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: New York Life Investment Management LLC, Its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of ManhattanChicago, The City of New YorkIllinois, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such courtcourt (except for counterclaims or defenses in a proceeding initiated by a holder of a Note against the Guarantor in a court in a different jurisdiction), any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a15(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 10 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 15 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the a Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT GUARANTY, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Subsidiary Guarantee Agreementor the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Issuer consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor any Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If each Purchaser is in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuers, whereupon the foregoing shall become a binding agreement between the Purchasers and the Issuers. Very truly yours, By: Name: Title: The foregoing is hereby agreed to as of the date thereof. [PURCHASERS] By: Name: Title: As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party to this Agreement irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes party to this Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder party to this Agreement consents to process being served by or on behalf of such Guarantor or any holder, as applicable, other party hereto in any suit, action or proceeding of the nature referred to in Section 13.6(a22.823.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder party to this Agreement agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.823.8 shall affect the right of any holder party to this Agreement to serve process in any manner permitted by law, or limit any right that the holders any party hereto may have to bring proceedings against the Guarantor any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The execution hereof by the Company and the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, IntercontinentalExchange, Inc. By Name: Xxxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 14 or at such other address of which such holder shall then have been notified pursuant to Section 1214. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Guaranty Agreement or other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The parties hereto irrevocably agree that any legal action or proceeding by or against the Company or with respect to or arising out of this Agreement, the Notes or any other Shareholder Financing Document shall be brought in or removed to the state or federal courts of competent jurisdiction in the State and County of New York. By execution and delivery of this Agreement, the parties hereto accept, for themselves and in respect of their property, generally, exclusively and unconditionally, the jurisdiction of the aforesaid courts. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17.1. Nothing herein shall affect the right to serve process in any other manner permitted by law. Notwithstanding the foregoing, service of process shall not be deemed given to a Purchaser until a copy of all matters to be served have been given to parties hereto pursuant to Section 17.1. The parties hereto further agree that the aforesaid courts of the State of New York and of the United States shall have exclusive jurisdiction with respect to any claim or counterclaim of the Company based upon the assertion that the rate of interest charged by the parties hereto on or under this Agreement, the Notes or the other Shareholder Financing Documents is usurious. The parties hereto hereby waive any right to stay or dismiss any action or proceeding under or in connection with the Project, and any or all of the Project, this Agreement or any other Shareholder Financing Document brought before the foregoing courts on the basis of forum non-conveniens. Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and parties hereto agrees not to assert, by way of motion, as that a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought final judgment in any such court and any claim that any such suitaction, action litigation or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court has been brought in an inconvenient forumother manner provided by law. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 20.7 shall affect the right of any holder a Purchaser to serve process in any manner permitted by law, law or limit any right that the holders such Purchaser may have to bring proceedings against the Guarantor parties hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (dc) THE GUARANTOR PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND THE HOLDERS HEREBY INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BROUGHT ON LITIGATION BASED HEREON, OR WITH RESPECT TO ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHSHAREHOLDER FINANCING DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE PARTIES HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Collateral Documents, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.. Exhibit 9.8-12

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and the Parent Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Parent Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Parent Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Company and the Parent Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Parent Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. Terreno Realty LLC Agreement Note Purchase

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by STEPAN COMPANY NOTE PURCHASE AGREEMENT applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH. STEPAN COMPANY NOTE PURCHASE AGREEMENT The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, STEPAN COMPANY By Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: CM LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: Name: Title: STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: Vice President FARMERS NEW WORLD LIFE INSURANCE COMPANY PHYSICIANS MUTUAL INSURANCE COMPANY FARMERS INSURANCE EXCHANGE MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By: Name: Title: THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: Name: Title: STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By Name: Title: LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By Name: Title: INFORMATION RELATING TO PURCHASERS NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $22,700,000 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: MassMutual Citibank New York, New York ABA # 000000000 Acct # 30510685 RE: Description of security, cusip, principal and interest split With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at xxxxxxxxxxxx@xxxxxxxxxx.xxx or (000) 000-0000 (facsimile). Send Communications and Notices to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Send Notices on Payments to: Massachusetts Mutual Life Insurance Company 0000 Xxxxx Xxxxxx Treasury Operations Liquidity Management Xxxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx With a copy to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000 SCHEDULE A STEPAN COMPANY NOTE PURCHASE AGREEMENT Electronic delivery of financials and other information to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Xxxxx 0000 Xxxxxxxxxxx, XX 00000 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx All securities should be registered to Massachusetts Mutual Life Insurance Company and sent via overnight mail to: Xxxxxx Xxxx, Counsel Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx@xxxxxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 STEPAN COMPANY NOTE PURCHASE AGREEMENT NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED BANNER LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $5,000,000 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: BANNER LIFE INSURANCE COMPANY The Bank of New York/Mellon New York, New York ABA # 000000000 Acct Name: Banner Life Insurance Company Acct # GLA 111566 Attention: P&I Department RE: Description of security, cusip, principal and interest split Banner Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Banner Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 With notification to: 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx STEPAN COMPANY NOTE PURCHASE AGREEMENT

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty, the Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a11(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 11(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Global Water, LLC Guaranty Agreement (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by hand delivery, delivery by reputable commercial delivery service, charges prepaid, by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. A/75911970.4 (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Subsidiary Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Subsidiary Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Guaranty Agreement or other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a12.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 12.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 12 11 or at such other address of which such holder shall then have been notified pursuant to Section 1211. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 12.7 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE GUARANTOR AND THE HOLDERS GUARANTORS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Guaranty Agreement or other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor The Company and each holder Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Senior Subordinated Notes. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of Notes Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor The Company and each holder Subsidiary Guarantor consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Holder of Senior Subordinated Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a24.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 20 or at such other address of which such holder Holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor The Company and each holder Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 24.8 shall affect the right of any holder Holder of a Senior Subordinated Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Senior Subordinated Notes may have to bring proceedings against the Company or any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE SENIOR SUBORDINATED NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Fund irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Fund irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Fund consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Fund agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Fund in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Fund, whereupon this Agreement shall become a binding agreement between you and the Fund. Very truly yours, CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By /s/ X. Xxx Xxxxxx Name: X. Xxx Xxxxxx Title: Chairman, President and Chief Executive Officer ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. INFORMATION RELATING TO PURCHASERS SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor The Company and each holder Subsidiary Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of Notes Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor The Company and each holder Subsidiary Guarantor consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a26.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor The Company and each holder Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 26.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company and the Subsidiary Guarantors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Indenture and Credit Agreement or the Note. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Issuer consents to process being served by or on behalf of such Guarantor or any holder, as applicable, the holder of the Note in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any the holder of the Note to serve process in any manner permitted by law, or limit any right that the holders holder of the Note may have to bring proceedings against the Guarantor Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Indenture and Credit Agreement, the Note or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party to this Subsidiary Guaranty Agreement hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementSubsidiary Guaranty Agreement or the Notes; provided that if no such federal court has jurisdiction to accept such suit, action or proceeding, then each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan, The City of New York. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes party to this Subsidiary Guaranty Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the [Each][The] Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 14 or at such other address of which such holder shall then have been notified pursuant to Section 1214. Each of the [Each][The] Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the [any][the] Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR GUARANTOR[S] AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE SUBSIDIARY GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the . The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in this Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in Section 12 7 or at such other address of which such holder the Obligees shall then have been notified pursuant to said Section 12. Each or to the Issuer, as its agent for the purpose of accepting service of any process in the United States, at the Issuer's address specified in Section 20 of the Note Agreements. The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (c) . Nothing in this Section 13.6 10 shall affect the right of any holder Obligee to serve process in any manner permitted by law, or limit any right that the holders Obligees may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) . THE GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-non exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of Manhattan, The City of New York, Illinois over any suit, action or proceeding arising out of or relating solely to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Each Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding solely of the nature referred to in Section 13.6(a12(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementParent Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a12(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 10, to Section 12it. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor party hereto and each holder Lender irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the other Financing Documents. To the fullest extent permitted by applicable lawApplicable Law, each of the Guarantor such party and each holder of Notes Lender irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor party hereto and each holder Lender consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Lender in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 8 or at such other address of which such holder Lender shall then have been notified pursuant to Section 12said Section. Each of the Guarantor party hereto and each holder Lender agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder Lender to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuarantee, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Subsidiary Guarantor agrees, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a12(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 12(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in Section 12 or at such other address of which such holder shall then have been notified pursuant 11, to Section 12it. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE EACH SUBSIDIARY GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH. SECTION 13.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Fund irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Fund irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement (b) Each of the Guarantor and each holder The Fund consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Fund agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Fund in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. XxxxxXxxxxx Xxxxxx MLP Fund Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Fund, whereupon this Agreement shall become a binding agreement between you and the Fund. Very truly yours, CLEARBRIDGE ENERGY MLP FUND INC. By Name: Title: XxxxxXxxxxx Xxxxxx MLP Fund Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. INFORMATION RELATING TO PURCHASERS SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and the Parent Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Parent Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Parent Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Company and the Parent Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Parent Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder parties hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or U.S. federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the other Operative Documents. To the fullest extent permitted by applicable lawApplicable Law, each of the Guarantor and each holder of Notes parties hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder parties hereto consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Noteholder in any suit, action or proceeding of the nature referred to in Section 13.6(a17.10 (a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address as specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 1217.4. Each of the Guarantor and each holder parties hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 17.10 shall affect the right of any holder party hereto to serve process in any manner permitted by law, Applicable Law or limit any right that the holders any party may have to bring proceedings against the Guarantor other party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER OPERATIVE DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of Obligor and the Individual Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State Ohio state or Northeast Ohio Natural Gas Corp., et. al. Note Purchase Agreement federal court sitting in the Borough of Manhattan, The City of New YorkNorthern District, over any suit, action or proceeding arising out of or relating to this Guarantee any Financing Agreement. To the fullest extent permitted by applicable law, each of Obligor and the Individual Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of Obligor and the Individual Guarantor and each holder consents consent to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a24.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of Obligor and the Individual Guarantor and each holder agrees agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor or the Individual Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to the Financing Agreements, the Individual Guarantee Agreement or any other document executed in connection herewith or therewith. Northeast Ohio Natural Gas Corp., et. al. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, Northeast Ohio Natural Gas Corp., as an Issuer By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Xxxxxx Natural Gas Company, as an Issuer By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Xxxxxxxx Gas Corp., as an Issuer By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Northeast Ohio Natural Gas Corp., et. al. Note Purchase Agreement Great Plains Natural Gas Company, as a Guarantor By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Lightning Pipeline Company, as a Guarantor By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Gas Natural Inc., as a Guarantor By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Northeast Ohio Natural Gas Corp., et. al. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Sun Life Assurance Company of Canada By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director Head of Private Debt Private Fixed Income By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Director Private Fixed Income Name and Address of Purchaser Notes to Be Purchased Sun Life Assurance Company of Canada $17,700,000 000 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Payments All payments by bank wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of interest and/or principal and the series of Notes, to: Destination Bank: Wachovia Bank, N.A. New York, New York ABA# 000000000 Beneficiary’s Bank: Bank of Montreal International Banking, Head Office 000 Xx Xxxxxxx Xxxxxxxx, Xxxxxx SWIFT #XXXXXXX0 Beneficiary Details: (this information MUST be on the wire) Account Number: 24234600338 Account Name: Sun Life Assurance Company of Canada 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxx X0X 0X0

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Subsidiary Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Subsidiary Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe Subsidiary Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Subsidiary Guaranty Agreement or other document executed in connection herewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuaranty. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, Guarantied Party in any suit, action or proceeding of the nature referred to in Section 13.6(a15(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in pursuant to Section 12 22 or at such other address of which such holder Guarantied Party shall then have been notified pursuant to Section 12such Section. Each of the Guarantor and each holder agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 15 shall affect the right of any holder Guarantied Party to serve process in any manner permitted by law, or limit any right that the holders any Guarantied Party may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE EACH GUARANTOR AND (BY ACCEPTING THE HOLDERS BENEFITS HEREOF) EACH GUARANTIED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT GUARANTY, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHGUARANTIED DOCUMENT.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Subsidiary Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuarantee. To the fullest extent permitted by applicable law, each of the Subsidiary Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of The Subsidiary Guarantors agree, to the Guarantor and each holder consents to process being served fullest extent permitted by or on behalf of such Guarantor or any holderapplicable law, as applicable, that a final judgment in any suit, action or proceeding of the nature referred to in Section 13.6(a11(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served by or on behalf of any Noteholder in any suit, action or proceeding of the nature referred to in Section 11(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery receipt requested, to it at its address specified in Section 12 15 or at such other address of which such holder Noteholder shall then have been notified pursuant to Section 12said Section. Each of the Subsidiary Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 13.6 11 shall affect the right of any holder Noteholder to serve process in any manner permitted by law, or limit any right that the holders any Noteholder may have to bring proceedings against the any Subsidiary Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHEach of the Subsidiary Guarantors hereby waives trial by jury in any action brought on or with respect to this Guarantee or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor Constituent Company and each holder Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.each (b) Each of the Guarantor Constituent Company and each holder Purchaser consents to process being served by or on behalf of such Guarantor or any holder, as applicable, party hereto in any suit, action or proceeding of the nature referred to in Section 13.6(a23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 19 or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor Constituent Company and each holder Purchaser agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23.7 shall affect the right of any holder party hereto to serve process in any manner permitted by law, or limit any right that the holders such party may have to bring proceedings against the Guarantor any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes, the Subsidiary Guaranty Agreement or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, Xxxxxxx Industrial Realty, L.P., as Issuer By /s/ Xxxxx Xxxx Its Chief Financial Officer Xxxxxxx Industrial Realty, Inc., as Parent Guarantor By /s/ Xxxxx Xxxx Its Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. Massachusetts Mutual Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York Ohio State or federal court sitting in the Borough Northern District, Eastern Division of Manhattan, The City of New YorkOhio, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Bonds. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, AQUA OHIO, INC. Bond Purchase Agreement any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Bonds in any suit, action or proceeding of the nature referred to in Section 13.6(a19.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 15 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 19.7 shall affect the right of any holder of a Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Bonds may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Bonds or any other document executed in connection herewith or therewith.  AQUA OHIO, INC. Bond Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.  Very truly yours, AQUA OHIO, INC.    By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Sr. Vice President Finance and Treasurer   AQUA OHIO, INC. Bond Purchase Agreement Accepted as of the date first written above.  TEACHERS INSURANCE AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.ANNUITY ASSOCIATION OF AMERICA  By:Nuveen Alternatives Advisors LLC, its investment manager   By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director   AQUA OHIO, INC. Bond Purchase Agreement Accepted as of the date first written above.  STATE FARM LIFE INSURANCE COMPANY   By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional   By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional   STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY   By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional   By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional   STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST   By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional   By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional     Schedule B As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor The Company and each holder of a Note irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of Notes a Note irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, COVANCE INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President The foregoing is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Representative THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Representative The foregoing is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director The foregoing is hereby accepted and agreed to as of the date hereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President The foregoing is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Director The foregoing is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President The foregoing is hereby accepted and agreed to as of the date hereof. TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA LIFE (BERMUDA) LTD By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President The foregoing is hereby accepted and agreed to as of the date hereof. MONUMENTAL LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President The foregoing is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Investment Officer GENWORTH LIFE INSURANCE COMPANY OF NEW YORK By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Investment Officer The foregoing is hereby accepted and agreed to as of the date hereof. PACIFIC LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Vice President By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Assistant Secretary The foregoing is hereby accepted and agreed to as of the date hereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President COMPANION LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: An Authorized Signer The foregoing is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President-Fixed Income By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Investment Officer STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President-Fixed Income By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Investment Officer The foregoing is hereby accepted and agreed to as of the date hereof. MODERN WOODMEN OF AMERICA By /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Treasurer & Investment Manager The foregoing is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: Vice President, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: Vice President, Fixed Income Securities The foregoing is hereby accepted and agreed to as of the date hereof. STATE OF WISCONSIN INVESTMENT BOARD By /s/ Xxxxxxxxxxx X. Xxxxxxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxxxxxx Title: Portfolio Manager THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY A $ 5,000,000 000 Xxxx Xxxxxxxxx Xxxxxx B $ 15,000,000 Milwaukee, WI 53202 C $ 18,000,000 Attention: Securities Department D $ 24,900,000 Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx NORTHWESTERN LONG TERM CARE INSURANCE COMPANY D $ 2,100,000 000 Xxxx Xxxxxxxxx Xxxxxx Milwaukee, WI 53202 Attention: Securities Department Facsimile: (000) 000-0000 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA C $ 20,000,000 0000 Xxxxxx Xxxxxxxx Boulevard D $ 30,000,000 Charlotte, North Carolina 28262 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY A $ 4,000,000 c/o Delaware Investment Advisers B $ 4,000,000 2005 Market Street, Mail Stop 41-104 D $ 4,000,000 Philadelphia, Pennsylvania 19103 D $ 3,000,000 Attention: Fixed Income Private Placements D $ 3,000,000 Private Placement Fax: (000) 000-0000 D $ 2,000,000 LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK B $ 3,000,000 c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 41-104 Philadelphia, Pennsylvania 19103 Attention: Fixed Income Private Placements Private Placement Fax: (000) 000-0000 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA C $ 15,000,000 0 Xxxxxxx Xxxxxx D $ 5,000,000 New York, NY 10004-2616 Attn: Xxxxxx X. Xxxxxxx Investment Department 9-A Fax: (000) 000-0000 Email Address: xxxxxx_xxxxxxx@xxxx.xxx THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. D $ 3,000,000 c/o The Guardian Life Insurance Company of America 0 Xxxxxxx Xxxxxx New York, NY 10004-2616 Attn: Xxxxxx X. Xxxxxxx Investment Department 9-A Fax: (000) 000-0000 Email Address: xxxxxx_xxxxxxx@xxxx.xxx XXXXXXX NATIONAL LIFE INSURANCE COMPANY C $ 9,000,000 Xxx Xxxxxxxxx Xxx Lansing, Michigan 48951 XXXXXXX NATIONAL LIFE INSURANCE COMPANY C $ 3,000,000 Xxx Xxxxxxxxx Xxx Lansing, Michigan 48951 XXXXXXX NATIONAL LIFE INSURANCE COMPANY C $ 3,000,000 Xxx Xxxxxxxxx Xxx Lansing, Michigan 48951 TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY B $ 2,000,000 c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements MS 5335 0000 Xxxxxxxx Xxxx, X.X. Cedar Rapids, IA 52499-5335 Phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx TRANSAMERICA LIFE (BERMUDA) LTD C $ 3,000,000 c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements MS 5335 0000 Xxxxxxxx Xxxx, X.X. Cedar Rapids, IA 52499-5335 Phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx TRANSAMERICA LIFE (BERMUDA) LTD D $ 2,000,000 c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements MS 5335 0000 Xxxxxxxx Xxxx, X.X. Cedar Rapids, IA 52499-5335 Phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx TRANSAMERICA LIFE INSURANCE COMPANY C $ 3,000,000 c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements MS 5335 0000 Xxxxxxxx Xxxx, X.X. Cedar Rapids, IA 52499-5335 Phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx MONUMENTAL LIFE INSURANCE COMPANY C $ 2,000,000 c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements MS 5335 0000 Xxxxxxxx Xxxx, X.X. Cedar Rapids, IA 52499-5335 Phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY D $ 2,000,000 c/o AEGON USA Investment Management, LLC Attn: Director of Private Placements MS 5335 0000 Xxxxxxxx Xxxx, X.X. Cedar Rapids, IA 52499-5335 T (000) 000-0000 | F (000) 000-0000 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx GENWORTH LIFE INSURANCE COMPANY B $ 5,000,000 c/o Genworth Financial, Inc. B $ 5,000,000 Account: Genworth Life and Annuity Insurance Company B $ 2,000,000 0000 Xxxxxx Xxxxxx, 0xx Floor Stamford, Connecticut 06905 Attention: Private Placements Telephone Number: (000) 000-0000 Fax Number: (000) 000-0000 GENWORTH LIFE INSURANCE COMPANY OF NEW YORK A $ 2,000,000 c/o Genworth Financial, Inc. Account: Genworth Life and Annuity Insurance Company 0000 Xxxxxx Xxxxxx, 0xx Floor Stamford, Connecticut 06905 Attention: Private Placements Telephone Number: (000) 000-0000 Fax Number: (000) 000-0000 PACIFIC LIFE INSURANCE COMPANY C $ 5,000,000 Attention: IM - Credit Analysis C $ 1,000,000 000 Xxxxxxx Xxxxxx Xxxxx D $ 5,000,000 Newport Beach, California 92660-6397 D $ 1,000,000 Fax: (000) 000-0000 UNITED OF OMAHA LIFE INSURANCE COMPANY B $ 3,000,000 4 - Investment Management D $ 6,000,000 Mutual of Omaha Plaza Omaha, NE 68175-1011 Email Address for Electronic Document Transmission: xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx COMPANION LIFE INSURANCE COMPANY D $ 2,000,000 4 - Investment Management Mutual of Omaha Plaza Omaha, NE 68175-1011 Email Address for Electronic Document Transmission: xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx STATE FARM LIFE INSURANCE COMPANY A $ 2,000,000 Investment Dept. E-8 B $ 5,000,000 One State Farm Plaza Bloomington, Illinois 61710 If by E-Mail: xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY B $ 1,000,000 Investment Dept. E-8 One State Farm Plaza Bloomington, Illinois 61710 If by E-Mail: xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx MODERN WOODMEN OF AMERICA C $ 6,000,000 Attn: Investment Department 0000 Xxxxx Xxxxxx Rock Island, IL 61201 xxxxxxxxxxx@xxxxxx-xxxxxxx.xxx Fax: (000) 000-0000 AMERICAN UNITED LIFE INSURANCE COMPANY A $ 2,000,000 Attention: Xxxx Xxxxxxx, Securities Department B $ 2,000,000 Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Post Office Box 368 Indianapolis, Indiana 46206 THE STATE LIFE INSURANCE COMPANY B $ 1,000,000 c/o American United Life Insurance Company Attention: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Post Office Box 368 Indianapolis, Indiana 46206 STATE OF WISCONSIN INVESTMENT BOARD B $ 2,000,000 000 Xxxx Xxxxxx Xxxxxx C $ 2,000,000 Madison, Wisconsin 53703 Attention: Portfolio Manager, Private Markets Group — Wisconsin Private Debt Portfolio

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor Parent and each holder of Notes the Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (b) Each of the Guarantor and each holder party hereto consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor Parent and each holder the Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Parent or the Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. STAG Industrial Operating Partnership, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement among you, the Parent and the Issuer. Very truly yours, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership By: STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner By: STAG Industrial, Inc., a Maryland corporation, its sole Member By /s/ Matts S. Xxxxxx Matts S. Xxxxxx Executive Vice President, Chief Financial Officer and Treasurer STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American General Life Insurance Company By: Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser By: /s/ Pxxxx XxXxxxx Name: Pxxxx XxXxxxx Title: Managing Director STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Investors Heritage Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Sub-Manager By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Attorney-in-Fact Factory Mutual Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Attorney-in-Fact Gleaner Life Insurance Society By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Attorney-in-Fact STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Midland National Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Attorney-in-Fact North American Company for Life and Health Insurance By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Attorney-in-Fact Puritan Life Insurance Company of America By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Kxxxxxxx X. Xxxxx Name: Kxxxxxxx X. Xxxxx Title: Attorney-in-Fact STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Metropolitan Life Insurance Company By: MetLife Investment Management, LLC, Its Investment Manager Metlife Reinsurance Company of Hxxxxxxx, Ltd. By: MetLife Investment Management, LLC, Its Investment Manager Missouri Reinsurance, Inc. By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Wxxxxxx Xxxxxxx Name: Wxxxxxx Xxxxxxx Title: Authorized Signatory STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Nationwide Mutual Insurance Company Nationwide life and annuity insurance company By: /s/ Txxxxx X. Xxxxxxx Name: Txxxxx X. Xxxxxxx Title: Authorized Signatory STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American General Life Insurance Company By: Blackstone Real Estate Special Situations Advisors LLC, its investment manager By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Authorized Signatory Everlake Life Insurance Company By: Blackstone Real Estate Special Situations Advisors LLC, its investment manager By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Authorized Signatory Fidelity & Guaranty Life Insurance Company By: Blackstone Real Estate Special Situations Advisors LLC, its investment manager By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Authorized Signatory Symetra Life Insurance Company By: Blackstone Real Estate Special Situations Advisors LLC, its investment manager By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Authorized Signatory STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company By: NYL Investors LLC, its Investment Manager By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx, CFA Title: Senior Director New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx, CFA Title: Senior Director STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Pacific Life Insurance Company By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Senior Director STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Fidelity & Guaranty Life Insurance Company By: Aspida Life Re Ltd., its investment manager By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Txxxxx X. Xxxxxxx III Name: Txxxxx X. Xxxxxxx III Title: Authorized Signatory Southern Atlantic Re Inc. By: Aspida Life Re Ltd., its investment manager By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Txxxxx X. Xxxxxxx III Name: Txxxxx X. Xxxxxxx III Title: Authorized Signatory STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Aspida Life Insurance Company By: Ares Insurance Solutions LLC, its investment manager By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Txxxxx X. Xxxxxxx III Name: Txxxxx X. Xxxxxxx III Title: Authorized Signatory Aspida Life Re Ltd. By: Ares Insurance Solutions LLC, as Manager By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Txxxxx X. Xxxxxxx III Name: Txxxxx X. Xxxxxxx III Title: Authorized Signatory Universal Life Insurance Company By: Ares Insurance Solutions LLC, as Manager By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Txxxxx X. Xxxxxxx III Name: Txxxxx X. Xxxxxxx III Title: Authorized Signatory STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Mxxxxxx X. Xxxxx Name: Mxxxxxx X. Xxxxx Title: Managing Director STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: Senior Director Independent Life Insurance Company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: Senior Director STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Jxxxxxx National Life Insurance Company By: PPM America, Inc., as attorney in fact, on behalf of Jxxxxxx National Life Insurance Company By: /s/ Jxxxxxxxxx Xxxx Name: Jxxxxxxxxx Xxxx Title: Assistance Vice President STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Jxxxxxx National Life Insurance Company of New York By: PPM America, Inc., as attorney in fact, on behalf of Jxxxxxx National Life Insurance Company of New York By: /s/ Sxxx Xxxxxxx Name: Sxxx Xxxxxxx Title: Managing Director, Private Placements STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Transamerica Life Insurance Company By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Jxxx Xxxxxxxxx Name: Jxxx Xxxxxxxxx Title: Vice President STAG Industrial Operating Partnership, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Massachusetts Mutual Life Insurance Company By: Barings LLC as Investment Adviser By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. A/75912253.3 (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. West Maricopa Combine, Inc. Guaranty Agreement (b) Each of the The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a) by hand delivery, delivery by reputable commercial delivery service, charges prepaid, by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. Each of the The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder party to this Agreement hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes party to this Agreement hereby irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder party to this Agreement hereby consents to process being served by or on behalf of such Guarantor or any holder, as applicable, other party hereto in any suit, action or proceeding of the nature referred to in Section 13.6(a23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in or pursuant to Section 12 18 or at such other address of which such holder party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder party to this Agreement hereby agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23.8 shall affect the right of any holder party to this Agreement to serve process in any manner permitted by applicable law, or limit any right rights that the holders any party hereto may have to bring proceedings against the Guarantor any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. AGL Capital Corporation Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AGL Capital Corporation By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President AGL Resources Inc. By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. The Northwestern Mutual Life Insurance Company, a Wisconsin mutual company By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its Authorized Representative The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its Authorized Representative AGL Capital Corporation Note Purchase Agreement Accepted as of the date first written above. Metropolitan Life Insurance Company MetLife Insurance Company of Connecticut By: Metropolitan Life Insurance Company, its Investment Manager MetLife Reinsurance Company of Charleston By: Metropolitan Life Insurance Company, its Investment Manager MetLife Reinsurance Company of South Carolina By: Metropolitan Life Insurance Company, its Investment Manager MetLife Investors USA Insurance Company By: Metropolitan Life Insurance Company, its Investment Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director AGL Capital Corporation Note Purchase Agreement Accepted as of the date first written above. Principal Life Insurance Company By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Assistant General Counsel AGL Capital Corporation Note Purchase Agreement Accepted as of the date first written above. Travelers Casualty and Surety Company of America By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President AGL Capital Corporation Note Purchase Agreement Accepted as of the date first written above. Country Life Insurance Company By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Securities Department Email: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx B $50,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 $10,000,000 $9,000,000

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The in the City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Bonds. To the fullest extent permitted by applicable Xxxxx-Xxx Xxxxxx Power Company Bond Purchase Agreement law, each of the Guarantor and each holder of Notes Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Company consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Bonds in any suit, action or proceeding of the nature referred to in Section 13.6(a16.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 16.7 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 16.6 shall affect the right of any holder of a Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Bonds may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Bonds or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and the Parent Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Parent Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Parent Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Company and the Parent Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Terreno Realty LLC Note Purchase Agreement (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Parent Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.-9- \\DC - 047743/000003 - 12151411 v6 (b) Each of the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder in any suit, action or proceeding of the nature referred to in Section 13.6(a14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 13 or at such other address of which such holder shall then have been notified pursuant to Section 1213. Each of the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 14.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against the any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.. -10- \\DC - 047743/000003 - 12151411 v6

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and the Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement (including, without limitation, the Unconditional Guaranty) or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its respective address specified in Section 12 19 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Company and the Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement (including, without limitation, the Unconditional Guaranty), the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement among you, the Company and the Guarantor. Very truly yours, XXXXXX ASSOCIATES L.L.C. By: /s/ Xxxxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxxx Title: Vice President - Corporate Finance and Treasurer XXXXXX ASSOCIATES, INC. By: /s/ Xxxxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxxx Title: Vice President - Corporate Finance and Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Vice President By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Vice President By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Corporate Vice President By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director By: New York Life Investment Management LLC, Its Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President By: CIGNA Investments, Inc. (authorized agent) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: CIGNA Investments, Inc. (authorized agent) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: AIG Global Investment Corp., investment adviser By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President By: Allianz of America, Inc. as the authorized signatory and investment manager By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Assistant Treasurer By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Investments By: Conning Asset Management Company, as Investment Manager By: /s/ Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx Title: Director By: Conning Asset Management Company, as Investment Manager By: /s/ Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx Title: Director By: Conning Asset Management Company, as Investment Manager By: /s/ Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx Title: Director By: Conning Asset Management Company, as Investment Manager By: /s/ Xxxx X. XxXxxxxx Name: Xxxx X. XxXxxxxx Title: Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx, CFA Title: Senior Portfolio Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementIndenture or the other Security Documents. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder The Issuer consents to process being served by or on behalf of such Guarantor the Trustee or any holder, as applicable, Secured Party in any suit, action or proceeding of the nature referred to in Section 13.6(a10.19(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 10.3 or at such other address of which Trustee or such holder Secured Party shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder The Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 10.19 shall affect the right of the Trustee or any holder Secured Party to serve process in any manner permitted by law, or limit any right that the holders Trustee or any Secured Party may have to bring proceedings against the Guarantor Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT INDENTURE OR ANY OTHER SECURITY DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Guarantor and each holder Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Subsidiary Guarantee Agreementor the Notes. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Guarantor and each holder Issuer consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Guarantor and each holder Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor any Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If each Purchaser is in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuers, whereupon the foregoing shall become a binding agreement between the Purchasers and the Issuers. Very truly yours, XXXXXXX-XXXXXX CORPORATION XXXXXXX-XXXXXX CONTROLS, INC. METAL IMPROVEMENT COMPANY, LLC XXXXXXX-XXXXXX FLOW CONTROL CORPORATION XXXXXXX-XXXXXX FLOW CONTROL SERVICE CORPORATION XXXXXXX-XXXXXX SURFACE TECHNOLOGIES, LLC By: Name: Title: The foregoing is hereby agreed to as of the date thereof. [PURCHASERS] Name: Title: As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and the Parent Guarantor and each holder irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, each of the Company and the Parent Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Company and the Parent Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, holder of Notes in any suit, action or proceeding of the nature referred to in Section 13.6(a22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 18 or at such other address of which such holder shall then have been notified pursuant to Section 12said Section. Each of the Company and the Parent Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 13.6 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company or the Parent Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Terreno Realty LLC Agreement Note Purchase (d) THE GUARANTOR AND THE HOLDERS PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the The Guarantor and each holder irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, each of the Guarantor and each holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the . The Guarantor and each holder consents to process being served by or on behalf of such Guarantor or any holder, as applicable, in any suit, action or proceeding of the nature referred to in this Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in Section 12 7 or at such other address of which such holder the Obligees shall then have been notified pursuant to said Section 12. Each or to the Issuer, as Exhibit 1.2-5 its agent for the purpose of accepting service of any process in the United States, at the Issuer's address specified in Section 20 of the Note Agreement. The Guarantor and each holder agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (c) . Nothing in this Section 13.6 10 shall affect the right of any holder Obligee to serve process in any manner permitted by law, or limit any right that the holders Obligees may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) . THE GUARANTOR AND THE HOLDERS HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.