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

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing in this Section 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 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 parties hereto hereby waive trial execution hereof by jury in any action brought on or with respect to this Agreementthe 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 or any 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 document executed in connection herewith or therewith.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. (ai) The Each of Holdings and 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 Agreement Agreement, the Notes or the Notesother Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the 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) The Company agrees, to Each of Holdings and the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(aparagraph 12P(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 18(3) paragraph 12I or at such other address of which such holder shall then have been notified pursuant to said Section. The paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (1a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2b) 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. (diii) Nothing in this Section 22.8 paragraph 12P 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 Holdings or the 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. (eiv) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 Company 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, Each of the parties hereto consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any other party hereto in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder person shall then have been notified pursuant to said Section. The Company Each of the parties hereto agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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 Process shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicedeemed given only when actually received. (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company parties hereto 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company parties hereto irrevocably waives waive 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 they 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 parties hereto 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 22.8(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 them at its their address specified in Section 18(3) 18.1 or at such other address of which such holder shall then have been notified pursuant to said SectionSection 18.1. The Company agrees parties hereto agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder under this Section 22.7(b) shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 22.8 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 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Credit Party, PIM and each Purchaser and holder of Notes irrevocably submits agrees that any legal action or proceeding with respect to this Agreement, the non-exclusive jurisdiction Notes, the other Transaction Documents or any of any New York State the agreements, documents or federal court sitting instruments delivered in connection herewith and therewith shall be brought in the Borough courts of Manhattanthe State of California, The City the State of New York, over or the United States of America for the Northern District of California or the Southern District of New York, and, by execution and delivery hereof, each of the Credit Parties accepts and consents to, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Required Holders in writing, with respect to any suit, action or proceeding arising out brought by any Credit Party against PIM or any holder of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Credit Party, PIM and each holder of 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Credit Party 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 22.8(a22.9(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Credit Party agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 22.9 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 Company 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 Company 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and the Trust 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, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive 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) The Company agrees, to and the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Trust 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees and the Trust agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 23.7 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 Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties 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) The Company and the Trust 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, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive 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) The Company agrees, to and the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Trust 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees and the Trust agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 23.7 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 Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 20 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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 (dc) Nothing in this Section 22.8 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 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. (ed) 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. Back to Contents The parties hereto 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 waive trial by jury in any action brought 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 this 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 any 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 document executed communications to be addressed as first provided above. Name of Nominee in connection herewith or therewith.which Notes are to be issued: TRAL & CO

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesAgreement. To the fullest extent permitted by applicable lawRequirements of Law, the 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) The Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes or Warrants in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a15.7(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 18(3) Article 10 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable lawRequirements of 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. (dc) Nothing in this Section 22.8 15.7 shall affect the right of any holder of a Note to serve process in any manner permitted by lawapplicable Requirements of Law, or limit any right that the holders of any of the Notes or Warrants may have to bring proceedings against the 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or Warrants or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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. (ed) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities 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, XXXXX XXXXXXXX MIDSTREAM/ENERGY FUND, INC. By: Name: Title: Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby waive trial accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: Name: Title: Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By: Name: Title: NAME AND ADDRESS PRINCIPAL AMOUNT OF MRP SHARES AMERICAN GENERAL LIFE INSURANCE $10,000,000 COMPANY (400,000 Shares) c/o AIG Asset Management XXXX (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: State Street Bank & Trust Company ABA # XXXX Account Name: XXXX; Fund Number XXXX Account Number: XXXX Reference: PPN and Prin.: $ ; Int.: $ _ (2) Payment notices, audit confirmations and related correspondence to: AGL - Western National Life Insurance Company/ Reinsurance (PAGJ) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: XXXX Email: XXXX (3) Duplicate payment notices (only) to: AGL - Western National Life Insurance Company/ Reinsurance (PAGJ) c/o State Street Bank Corporation, Insurance Services (4) Compliance reporting information to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) Note to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of: AGL-DEL (Tax ID#: XXXX) (6) Tax ID Number for American General Life Insurance Company: XXXX

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and the Trust irrevocably submits submit 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, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive 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) The Company agrees, to and the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Trust 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees and the Trust agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 23.7 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 Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties 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) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) The parties hereto 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. Xxxxx Xxxxxxxx Midstream/Energy 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 Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MIDSTREAM/ENERGY FUND, INC. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK ING LIFE INSURANCE AND ANNUITY COMPANY By: ING Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY CHARTIS SPECIALTY INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. SUN LIFE ASSURANCE COMPANY OF CANADA Acting through its Bermuda Branch By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Head of Private Debt Private Fixed Income By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Director Private Fixed Income Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. SUN LIFE ASSURANCE COMPANY OF CANADA Acting through its U.S. Branch 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 INFORMATION RELATING TO PURCHASERS NAME 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, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attention: Securities Investment Division $12,750,000 Payments All payments on or with in respect to this Agreement, of the Notes to be by bank wire transfer of Federal or any other document executed in connection herewith immediately available funds (identifying each payment as “Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc., 4.00% Series C Senior Unsecured Notes due March 22, 2022, PPN 48661E A#5,” principal, premium or therewithinterest) to: MassMutual Co-Owned Account Citibank New York, New York ABA #000000000 Account No. 00000000 Re: Description of security, cusip, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (000) 000-0000 or (000) 000-0000.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable lawApplicable Law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 23.7 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.Notes (ed) The parties hereto 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. * * * * * [Signature Page―Note Purchase and Guarantee 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 Obligors. Very truly yours, PHYSICIANS REALTY L.P., a Delaware limited partnership By: Physicians Realty Trust, as General Partner By /s/ Xxxx X. Xxxxxx ____________________ Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer PHYSICIANS REALTY TRUST, a Maryland real estate investment trust By /s/ Xxxx X. Xxxxxx ____________________ Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer [Signature Page―Note Purchase and Guarantee Agreement] This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY LEXINGTON INSURANCE COMPANY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, the Notes or any other document executed in connection herewith or therewith.PA UNITED GUARANTY MORTGAGE INDEMNITY COMPANY UNITED GUARANTY RESIDENTIAL INSURANCE COMPANY By: AIG Asset Management (U.S.) LLC, Investment Adviser By: /s/ X. Xxxxxxx Xxxxxxx ___________________ Name: X. Xxxxxxx Xxxxxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Tortoise Energy Infrastructure Corporation Note Purchase Agree (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder Holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against the 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. (ed) 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.. Tortoise Energy Infrastructure Corporation Note Purchase Agree 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, Tortoise Energy Infrastructure Corporation By Name: P. Xxxxxxx Xxxxx Its: Chief Financial Officer Tortoise Energy Infrastructure Corporation Note Purchase Agree This Agreement is hereby accepted and agreed to as of the date thereof. MetLife Insurance Company of Connecticut, by Metropolitan Life Insurance Company, its Investment Manager MetLife Reinsurance Company of Charleston, Trust Account B, by Metropolitan Life Insurance Company, its Investment Manager By: Name: Title: Name of and Address of Purchaser Principal Amount of Notes to Be Purchased MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $ 10,000,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: XX Xxxxxx Xxxxx Bank ABA Routing #: XXXXXXX Account No: XXXXXXX Account Name: MetLife Insurance Company of Connecticut Ref: Tortoise Energy Infrastructure Corp., FRN, Series HH, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Fax Number: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name of Nominee in which Notes are to be issued: None

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Xxxx Xxxx Technologies Corporation Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto 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. Xxxx Xxxx Technologies 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, XXXX XXXX TECHNOLOGIES CORPORATION By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Assistant Treasurer XXXX XXXX TECHNOLOGIES LLC By: Xxxx Xxxx Corporation Its: Sole Member By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Assistant Treasurer JETWAY SYSTEMS ASIA, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President XXXX XXXX TECHNOLOGIES HOLDING AB By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. HARTFORD LIFE INSURANCE COMPANY HARTFORD FIRE INSURANCE COMPANY By: Hartford Investment Management Company Its: Agent and Attorney-in-Fact By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MUTUAL OF OMAHA INSURANCE COMPANY UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE CO. INVESTORS LIFE INSURANCE CO. OF NORTH AMERICA By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: VP - Investments DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing in this Section 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 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. (ec) The parties hereto 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, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 or the Notes. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Issuer 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 Company 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of non-electronic mail), postage prepaid, return receipt requested, to it at its address specified in Section 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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.. Madison Gas and Electric Company Note Purchase Agreement (ed) 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.. -40- Madison Gas and Electric Company 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, Madison Gas and Electric Company By : /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Treasurer Madison Gas and Electric Company 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/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx 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. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. State Farm Life Insurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Life and Accident Assurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signer By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Ameritas Life Insurance Corp. a Nebraska corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Representative Ameritas Life Insurance Corp. of New York a New York corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Representative Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management) acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Family Mutual Insurance Company, S.I. By: American Family Investments, Inc., its investment manager By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets American Family Life Insurance Company By: American Family Investments, Inc., its investment manager By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Mutual of Omaha Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American United Life Insurance Company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP, Fixed Income Securities [Omitted]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 parties hereto 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 waive trial acceptedand agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORKEAGLESTONE REINSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxxxx ReynoldsName: Xxxxxxx ReynoldsTitle: Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby acceptedand agreed to as of the date thereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Managing Director Name and Address of Holder Principal Amount of Notes to be Purchased The United States Life Insurance Company in the City of New York c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155 $4,000,000 (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided separately to the Company (2) Payment notices, audit confirmations and related note correspondence to: The United States Life Insurance Company in any action brought on or the City of New York (PA77)c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements Portfolio Operations Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx (3) Duplicate payment notices (only) to: The United States Life Insurance Company in the City of New York (PA77) c/o State Street Bank Corporation, Insurance Services Fax: (000) 000-0000 (4) Compliance reporting information (financial docs, officer’s certificates, etc.) to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements ComplianceEmail: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxx * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) Delivery of the Notes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: OCEANWHALE & CO. Name and Address of Holder Principal Amount of Notes to be Purchased Eaglestone Reinsurance Company c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155 $2,000,000 (1) All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided separately to the Company (2) Payment notices, audit confirmations and related note correspondence to: Eaglestone Reinsurance Company (554920)c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements Portfolio Operations Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx (3) Duplicate payment notices (only) to: Eaglestone Reinsurance Company (554920) x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Attn: P & I Department Fax: (000) 000-0000 (4) Compliance reporting information (financial docs, officer’s certificates, etc.) to:: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements ComplianceEmail: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxx * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) Delivery of the Notes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: HARE & CO., LLC Name and Address of Holder Principal Amount of Notes to be Purchased Xxxx Xxxxxxx Life Insurance Company (U.S.A.) c/o Xxxx Xxxxxxx Financial Services197 Clarendon XxxxxxXxxxxx, XX 00000 $13,000,000 (1) All payments to be by bank wire transfer of immediately available funds to: Provided separately to the Company (2) All notices with respect to this Agreementpayments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Investment Administration Fax Number: (000) 000-0000 Email: XxxxxxxxxxXxxxxxxxxxxxxx@xxxxxxxx.xxx (3) All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: Xxxx Xxxxxxx Financial Services197 Clarendon StreetBoston, MA 02116Attention: Bond and Corporate Finance, X-0xxxxxxxxx@xxxxxxxx.xxx (4) All other communications: Xxxx Xxxxxxx Financial Services197 Clarendon Street Boston, MA 02116Attention: Investment Law, C-3Fax Number: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Bond and Corporate Finance, C-2Email Address: Xxxxxxxxx@xxxxxxxx.xxx (5) Delivery of the Notes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: None Name and Address of Holder Principal Amount of Notes or any to be Purchased Connecticut General Life Insurance Companyc/o Cigna Investments, Inc.Attention: Fixed Income SecuritiesWilde Building, X0XXX000 Xxxxxxx Xxxxx Xx Xxxxxxxxxx, Connecticut 06002 $6,000,000 (1) All payments by wire transfer of immediately available funds to: Provided separately to the Company (2) Address for notices relating to payments: CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 000 Xxxxxxx Xxxxx Xx Xxxxxxxxxx, Connecticut 06002 E-Mail: XXXXxxxxXxxxxxXxxxxxxxxx@Xxxxx.xxx (3) Address for all other document executed in connection herewith or therewithnotices: CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 000 Xxxxxxx Xxxxx Xx Xxxxxxxxxx, Connecticut 06002 E-Mail: XXXXxxxxXxxxxxXxxxxxxxxx@Xxxxx.xxx (4) Delivery of Notes: Provided separately to the Company (5) Tax Identification No.: Provided separately to the Company Nominee Name: CIG & Co. 47934-0000 CH2\17380855 1

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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.permitted (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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. (ed) The parties hereto hereby waive trial THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT AND MRP SHARES TO BE PURCHASED THE VARIABLE ANNUITY LIFE INSURANCE COMPANY c/o AIG Asset Management (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, dividend rate, maturity date, dividend amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: (2) Payment notices, audit confirmations and related correspondence to: (3) Duplicate payment notices (only) to: SCHEDULE A (4) Compliance reporting information to: hares to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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. (ed) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Tortoise MLP Fund, Inc. Securities 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, TORTOISE MLP FUND, INC. By Name: Its: Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By: Vice President Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. NATIONAL LIFE INSURANCE COMPANY By: Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER AGGREGATE LIQUIDATION PREFERENCE AMOUNT OF MRP SHARES TO BE PURCHASED THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4300 Dallas, TX 75201 Attention: Managing Director, Energy Finance Group - Oil & Gas Telephone: (000) 000-0000 $25,000,000 – Series D (1) All payments on account of MRP Shares held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: xxxxx Account Name: Prudential Managed Portfolio Account No.: xxxxx Each such wire transfer shall set forth the name of the Company, a reference to “Mandatory Redeemable Preferred Securities due 2022, Security No. INV11954, PPN ” and the due date and application (as among liquidation preference, dividend, etc.) of the payment being made. (2) Address for all communications and notices: The parties hereto hereby waive trial Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4300 Dallas, TX 75201 Attention: Managing Director, Energy Finance Group - Oil & Gas and for all notices relating solely to scheduled payments to: The Prudential Insurance Company of America c/o Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: PIM Private Accounting Processing Team Email: Xxx.Xxxxxxx.Xxxxxxxxxx.Xxxxxxxxxx.Xxxx@xxxxxxxxxx.xxx SCHEDULE A (3) Address for Delivery of MRP Shares: Send physical security by jury nationwide overnight delivery service to: Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4300 Dallas, TX 75201 Attention: Xxxxxxx X. Xxxxxx Telephone: (000) 000-0000 (4) Tax Identification No.: xxxxx NAME AND ADDRESS OF PURCHASER AGGREGATE LIQUIDATION PREFERENCE AMOUNT OF MRP SHARES TO BE PURCHASED UNITED OF OMAHA LIFE INSURANCE COMPANY c/o Mutual of Omaha Mutual of Xxxxx Xxxxx, 0xx Xxxxx 0000 Xxxxx Xxxxxx Xxxxx XX 00000 Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx $5,000,000 – Series C 1. Notes to be registered in any action brought the name of UNITED OF OMAHA LIFE INSURANCE COMPANY 2. Tax I.D. # is xxxxx. 3. All principal and interest payments on or with respect to the Notes shall be made by wire transfer of immediately available funds to: JPMorgan Chase Bank ABA # xxxxx Private Income Processing For credit to: United of Omaha Life Insurance Company Account # xxxxx a/c: xxxxx Cusip/PPN: Interest Amount: Principal Amount: 4. Address for delivery of bonds: JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attention: Physical Receive Department Account # xxxxx ** It is imperative that the custody account be included on the delivery letter. Without this Agreementinformation, the Notes or any security will be returned to the sender. 5. Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications: JPMorgan Chase Bank 00000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: Income Processing a/c: xxxxx 6. Address for all other document executed in connection herewith or therewith.communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture):

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and the Trust 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, York over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company and the Trust irrevocably waives waive 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) The Company agrees, to and the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Trust 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees and the Trust agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 23.7 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 Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Parent and the Issuer 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 Agreement Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding Each of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive Parent 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 Issuer 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each of the Parent and the Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 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. (ed) The parties hereto 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 Issuer, whereupon this Agreement shall become a binding agreement between you 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/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President STAG INDUSTRIAL, INC., a Maryland corporation By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CINCINNATI LIFE INSURANCE COMPANY MTL INSURANCE COMPANY UNITEDHEALTHCARE INSURANCE COMPANY WESTERN FRATERNAL LIFE ASSOCIATION By: Advantus Capital Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager This Agreement is hereby accepted and agreed to as of the date hereof. AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment 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/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor 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 Agreement or the NotesGuarantee Agreement. To the fullest extent permitted by applicable law, the Company 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 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) . The Company agrees, Guarantor consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in this Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 the Guarantor at its address specified in Section 18(3) 7 or at such other address of which such holder you shall then have been notified pursuant to said Section. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (d) . Nothing in this Section 22.8 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 Company 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. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder Holder shall then have been notified pursuant to said Section. The SCHEDULE A-44 Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Required Holders. (d) Nothing in this Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against the 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 or the Notes. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Issuer 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Issuer hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Issuer, in care of the process agent at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, and the Issuer hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Issuer agrees to immediately appoint a replacement process agent satisfactory to the Required Holders. Each of the parties hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of this Agreement or any other Financing Document brought before the foregoing courts on the basis of forum non conveniens. (d) Nothing in this Section 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 Company 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Tortoise MLP Fund, Inc. Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder Holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against the 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. (ed) 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.. Tortoise 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 Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Tortoise MLP Fund, Inc. By Name: P. Xxxxxxx Xxxxx Its: Chief Financial Officer Tortoise MLP Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Metropolitan Life Insurance Company MetLife Reinsurance Company of South Carolina, Trust Account B, by Metropolitan Life Insurance Company, its Investment Manager By: Name: Title: Name of and Address of Purchaser Notes to Be Purchased Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,500,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: XX Xxxxxx Xxxxx Bank ABA Routing #: XXXXXX Account No: XXXXXX Account Name: Metropolitan Life Insurance Company Ref: Tortoise MLP Fund, Inc., FRN, Series K, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Fax Number: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: XXXXXX Name of and Address of Purchaser Notes to Be Purchased MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,500,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: U.S. Bank N.A. ABA Routing #: XXXXXX DDA/General Acct No: XXXXXX For Further Credit For: XXXXXX Account Name: MRSC Trust B for the Benefit of MetLife Insurance Company of Connecticut ATTN: Xxxxx Xxxxxxxx (215) 761‑9337 or Xxxxxxxxxx Xxxxx (215) 761‑9340 Ref: XXXXXX -- Tortoise MLP Fund, Inc., FRN, Series K, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Fax Number: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company Securities Investments, Law Department 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name in which Notes are to be issued: MetLife Reinsurance Company of South Carolina, Trust Account B Taxpayer I.D. Number: XXXXXX

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder or Beneficial Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder or Beneficial 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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.. Tortoise MLP Fund, Inc. Securities Purchase Agreement (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes MRP Shares or any other document executed in connection herewith or therewith. Tortoise MLP Fund, Inc. Securities 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, Tortoise MLP Fund, Inc. By: /s/ P. Xxxxxxx Aams Name: P. Bxxxxxx Xxxxx Its: Chief Financial Officer Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. By: By: Name: Title: Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. By: Name: Title: Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. By: Name: Title: Name and Address of Purchaser Number of MRP Shares to be Purchased at each Closing First Closing Shares Series A Shares Series B Second Closing Shares Series A Shares Series B Payments All payments on or in respect of the MRP Shares to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Tortoise MLP Fund, Inc., Series A Mandatory Redeemable Preferred Shares, due 2015, PPN 89148B 2#7, and/or Tortoise MLP Fund, Inc., Series B Mandatory Redeemable Preferred Shares, due 2017, PPN 89148B 3#6 principal, premium or interest”) to: ABA # Account No. Re: Description of security, cusip, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of _________________ at _______________ or ____________.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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 Stericycle, Inc. Note Purchase Agreement 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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. -49- Stericycle, Inc. Note Purchase Agreement The parties hereto hereby waive trial execution hereof by jury 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 action brought on or with respect number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, STERICYCLE, INC. By /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx Executive Vice President and Chief Financial Officer Stericycle, Inc. Note Purchase Agreement Accepted as of the date first written above. [signatures of Purchasers omitted; see Schedule A for names and addresses of purchasers and principal amount of notes to this Agreementbe purchased] -51- Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased NEW YORK LIFE INSURANCE COMPANYc/o NYL Investors LLC51 Madison Avenue2nd Floor, the Room 208New York, New York 10010-1603Attention: Private Capital Investors, 2nd FloorFax Number: (000) 000-0000 $27,800,000 $13,900,000 Name and Address of Purchaser Principal Amount and Series of Notes or any other document executed in connection herewith or therewithto be Purchased NEW YORK LIFE INSURANCE AND ANNUITY CORPORATIONc/o NYL Investors LLC51 Madison Avenue2nd Floor, Room 208New York, New York 10010-1603Attention: Private Capital Investors, 2nd FloorFax Number: (000) 000-0000 $11,800,000 $5,900,000 A-2 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)c/o NYL Investors LLC51 Madison Avenue2nd Floor, Room 208New York, New York 10010-1603Attention: Private Capital Investors, 2nd FloorFax Number: (000) 000-0000 $400,000 $200,000 A-3 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY720 East Wisconsin AvenueMilwaukee, Wisconsin 53202Attention: Securities DepartmentEmail: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx $40,000,000 $18,800,000 A-4 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT720 East Wisconsin AvenueMilwaukee, Wisconsin 53202Attention: Securities DepartmentEmail: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx $0 $1,200,000 A-5 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased STATE FARM LIFE INSURANCE COMPANYOne State Farm PlazaBloomington, Illinois 61710Attention: Investment Department E-8E-Mail: xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx $26,000,000 $9,000,000 A-6 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANYOne State Farm PlazaBloomington, Illinois 61710Attention: Investment Department E-8E-Mail: xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx $1,000,000 $1,000,000 A-7 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased THRIVENT FINANCIAL FOR XXXXXXXXX000 Xxxxxx Xxxxxx XxxxxXxxxxxxxxxx, Xxxxxxxxx 55415Attn: Investment Division-Private PlacementsFax Number: (612) 844-4027Email: xxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx $5,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $2,000,000 $5,000,000 $5,000,000 A-8 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased AXA EQUITABLE LIFE INSURANCE COMPANY525 Washington Blvd., 34th FloorJersey City, New Jersey 07310Attention: Xxxx Xxxxxxxx Telephone Number: 000-000-0000 $0 $16,000,000 A-9 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased GREAT–WEST LIFE & ANNUITY INSURANCE COMPANY8515 Xxxx Xxxxxxx Xxxx, 0X0Xxxxxxxxx Xxxxxxx, XX 00000Xxxx: Investments Division $10,000,000 $6,000,000 A-10 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA7 Hanover SquareNew York, NY 10004-2616Attn: Xxxxxx Xxxxxxx Investment Department 9-A $15,000,000 $0 A-11 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased METROPOLITAN LIFE INSURANCE XXXXXXX0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxx, Xxx Xxxx 00000 $1,400,000 $2,500,000 A-12 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased METLIFE INSURANCE COMPANY USAc/o Metropolitan Life Insurance Xxxxxxx0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxx, Xxx Xxxx 00000 $1,400,000 $2,500,000 A-13 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased GENERAL AMERICAN LIFE INSURANCE COMPANYc/o Metropolitan Life Insurance Xxxxxxx0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxx, Xxx Xxxx 00000 $2,400,000 $0 A-14 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased FIRST METLIFE INVESTORS INSURANCE COMPANYc/o Metropolitan Life Insurance Xxxxxxx0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxx, Xxx Xxxx 00000 $2,400,000 $0 A-15 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased METLIFE INSURANCE X.X.0-0-0, Xxxxxx, Xxxxxx-xxXxxxx, 000-0000 XXXXX $2,400,000 $0 A-16 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased NATIONWIDE LIFE INSURANCE COMPANYNationwide Investments – Private PlacementsOne Nationwide Plaza (1-05-801)Columbus, OH 43215-2220E-mail: xxxxxxx@xxxxxxxxxx.xxx $15,000,000 $0 A-17 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased RIVERSOURCE LIFE INSURANCE COMPANYc/o Columbia Management Investment Advisers, LLC216 Ameriprise Financial XxxxxxXxxxxxxxxxx, XX 00000Xxxx: Fixed Income Investment Department - Private PlacementsTelephone: (612) 671-2400Facsimile: (000) 000-0000 $5,000,000 $0 A-18 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased RIVERSOURCE LIFE INSURANCE COMPANYc/o Columbia Management Investment Advisers, LLC216 Ameriprise Financial XxxxxxXxxxxxxxxxx, XX 00000Xxxx: Fixed Income Investment Department - Private PlacementsTelephone: (612) 671-2400Facsimile: (000) 000-0000 $3,500,000 $0 A-19 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased RIVERSOURCE LIFE INSURANCE CO. OF NEW YORKc/o Columbia Management Investment Advisers, LLC216 Ameriprise Financial XxxxxxXxxxxxxxxxx, XX 00000Xxxx: Fixed Income Investment Department - Private PlacementsTelephone: (612) 671-2400Facsimile: (000) 000-0000 $1,500,000 $0 A-20 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased LIFE INSURANCE COMPANY OF THE SOUTHWESTc/o National Life Insurance CompanyOne National Life DriveMontpelier, Vermont 05604Attention: Private PlacementsFax Number: (802) 223-9332E-mail: cgudmastad@xxxxxxxxxxxxxxxxxxx.xxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx $0 $8,000,000 A-21 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased STATE OF WISCONSIN INVESTMENT BOARD121 East Xxxxxx StreetMadison, Wisconsin 53703Attention: Portfolio Manager, Private Markets Group – Wisconsin Private Debt Portfolio $4,000,000 $2,000,000 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased CATHOLIC FINANCIAL LIFEc/o Advantus Capital Management, Xxx.000 Xxxxxx Xxxxxx NorthSt. Xxxx, MN 55101Attn: Client Administrator $2,000,000 $0 A-23 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased GUIDEONE MUTUAL INSURANCE COMPANYc/o Advantus Capital Management, Xxx.000 Xxxxxx Xxxxxx NorthSt. Xxxx, MN 55101Attn: Client Administrator $0 $2,000,000 A-24 Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased GUIDEONE PROPERTY & CASUALTY INSURANCE COMPANYc/o Advantus Capital Management, Xxx.000 Xxxxxx Xxxxxx NorthSt. Xxxx, MN 55101Attn: Client Administrator $0 $1,000,000 A-25

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, Each of the parties hereto consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any other party hereto in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder person shall then have been notified pursuant to said Section. The Company Each of the parties hereto agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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 Process shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicedeemed given only when actually received. (dc) Nothing in this Section 22.8 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 Graybar Electric Company, Inc.Private Shelf Agreement have to bring proceedings against the 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. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) The parties hereto 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. Xxxxx Xxxxxxxx MLP Investment Company 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, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Xxxxx Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby waive trial by jury accepted and agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in any action brought fact, on or with respect behalf of Xxxxxxx National Life Insurance Company By Name: Xxxxx X. Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to this Agreementas of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By Name: Xxxxxx Xxxxx Its: Authorized Representative Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By Name: Xxxx X. Xxxxx Title: Counsel By Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Vice President and Associate General Counsel Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewithdate thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY SBLI USA MUTUAL LIFE INSURANCE COMPANY, INC. UNITED INSURANCE COMPANY OF AMERICA COLORADO BANKERS LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE By: Advantus Capital Management, Inc. By Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) The parties hereto 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. Xxxxx Xxxxxxxx MLP Investment Company 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, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby waive trial by jury accepted and agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in any action brought fact, on or with respect behalf of Xxxxxxx National Life Insurance Company By /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to this Agreementas of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By /s/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Its: Authorized Representative Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Counsel By /s/ XXXXXXXXXXX X. XXXXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Vice President and Associate General Counsel Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewithdate thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: /s/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY SBLI USA MUTUAL LIFE INSURANCE COMPANY, INC. UNITED INSURANCE COMPANY OF AMERICA COLORADO BANKERS LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE By: Advantus Capital Management, Inc. By /s/ XXXXXXXX X. XXXXXXXX Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. 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 Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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 court. Each party hereto irrevocably waives, to the full extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each party hereto 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each party hereto agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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.. SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note party hereto 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto 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. SOLAR SENIOR CAPITAL LTD. 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, SOLAR SENIOR CAPITAL LTD. By Name: Title: SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. [PURCHASER] By: Name: Title: By: Name: Title: INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED SCHEDULE A DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Obligors 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Obligors irrevocably waives waive 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Obligors 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees Obligors agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 23.7 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 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. (ed) The parties hereto 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. Oaktree Capital Management, L.P. Note and Guaranty 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, OAKTREE CAPITAL MANAGEMENT, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Principal and Chief Financial Officer OAKTREE CAPITAL I, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer OAKTREE CAPITAL II, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer OAKTREE AIF INVESTMENTS, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its: Authorized Representative Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director Oaktree Capital Management, L.P. Note and Guaranty Agreement 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 MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director FIRST METLIFE INVESTORS INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY USA By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PHOENIX LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director PHL VARIABLE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Its Duly Authorized Officer DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 this Section 22.8(a24.7(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 24.7 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 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. (ed) 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 Obligors. Very truly yours, By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer GTY-CPG (VA/DC) LEASING, INC. GTY-CPG (QNS/BX) LEASING, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: GETTY PROPERTIES CORP., its General Partner By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer GTY-PACIFIC LEASING, LLC By: GETTY PROPERTIES CORP., its sole member By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub-Adviser By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President SCHEDULE A INFORMATION RELATING TO PURCHASERS 3 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. SCHEDULE B 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) The Company Each 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 Agreement or the Notesany Transaction Document. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, Each Obligor consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of Trustee or any Secured Party in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a13.10(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 specified in accordance with Section 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section13.1. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 13.10 shall affect the right of any holder of a Note Secured Party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Secured Party may have to bring proceedings against the Company 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes any Transaction Document or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement Agreement, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Parent and the Company 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Parent and the Company irrevocably waives waive 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) The Parent and the Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Parent and the Company agrees agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 Parent or the 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. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Series 2014B Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Series 2014B Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 14 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 19.7 shall affect the right of any holder of a Series 2014B Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Series 2014B Notes may have to bring proceedings against the 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Series 2014B 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 2014 Note Purchase Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Senior Vice President and Chief Financial Officer TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxx Xxxxxxx 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: /s/ Xxxxxxx Xxxxxxx Vice President PICA HARTFORD LIFE INSURANCE COMFORT TRUST By: The Prudential Insurance Company of America, as Grantor By: /s/ Xxxxxxx Xxxxxxx Vice President TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. 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/ Xxxxxxx Xxxxxxx Vice President FARMERS NEW WORLD 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/ Xxxxxxx Xxxxxxx Vice President MTL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: AIG Asset Management (U.S.) LLC, Investment Adviser By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx, Managing Director TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION By: /s/ L. Xxxxxxx Xxxxxxx Name: L. Xxxxxxx Xxxxxxx Title: Assistant Secretary — Treasurer TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and 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. Name: Xxxx X. Xxxxxx, Xx. 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. Name: Xxxx X. Xxxxxx, Xx. Title: Vice President TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. VOYA INSURANCE AND ANNUITY COMPANY VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK SECURITY LIFE OF DENVER INSURANCE COMPANY By: Voya Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President XXX 2013-1 LLC By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. TRANSAMERICA LIFE (BERMUDA) LTD By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President TLIC RIVERWOOD REINSURANCE INC. By: AEGON USA Investment Management, LLC, its investment manager By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. PHOENIX LIFE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Managing Director, Private Placements PHL VARIABLE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Its Duly Authorized Officer TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx, Counsel By: /s/ Xxxxx Xxxxxxx Xxx Name: Xxxxx Xxxxxxx Epp Assistant General Counsel TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. PACIFIC LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Assistant Vice President By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Secretary TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC. This 2014 Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager TRI-STATE GENERATION AND 2014 NOTE PURCHASE AGREEMENT TRANSMISSION ASSOCIATION, INC.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor 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 Agreement or the NotesGuarantee Agreement. To the fullest extent permitted by applicable law, the Company 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 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) . The Company agrees, Guarantor consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in this Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 the Guarantor at its address specified in Section 18(3) 7 or at such other address of which such holder you shall then have been notified pursuant to said Section. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (d) . Nothing in this Section 22.8 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 Company 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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) The Parent Guarantor hereby irrevocably appoints C T Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on C T Corporation System in connection with the foregoing appointment must be made at the following address: C T Corporation System, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number: 000-000-0000). (d) Nothing in this Section 22.8 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 Company 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. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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. (ed) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Securities 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, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Its: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby waive trial accepted and agreed to as of the date thereof. VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY VOYA INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK SECURITY LIFE OF DENVER INSURANCE COMPANY By: Voya Investment Management LLC, as Agent By /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Senior Vice President AETNA 401(K) MASTER TRUST By: Voya Investment Management Co. LLC, as Agent By /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Senior Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER LIQUIDATION PREFERENCE AMOUNT AND MRP SHARES TO BE PURCHASED VOYA INSURANCE AND ANNUITY COMPANY c/o Voya Investment Management LLC ###### 506,000 MRP Shares value $12,650,000 All payments related to scheduled and unscheduled principal and dividend, premiums and fees on account of MRP Shares held by jury in any action brought on or with respect to this Agreementsuch purchaser should be made by wire transfer of immediately available funds for credit to: ###### Each such wire transfer should set forth the name of the issuer, the Notes or any other document executed in connection herewith or therewithfull title (including the applicable rate, issuance date, and final redemption date) of the MRP Shares on account of which such payment is made, and the due date and application (as among principal, dividend, premiums and fees) of the payment being made.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 Agreement or the NotesGuaranty Agreement. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, Guarantor consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a12.6(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 18(3) the Note Agreement or at such other address of which such holder shall then have been notified pursuant to said SectionNote Agreement. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 12.6 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 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. (ed) 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 therewithTHE GUARANTOR 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 Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 parties hereto hereby waive trial execution hereof by jury in any action brought on or with respect to this Agreementthe 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, MAUI ELECTRIC COMPANY, LIMITED 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 COMPANY By: ING Investment Management LLC, as Agent By: /s/ Xxxx AronsonName: Xxxx AronsonTitle: 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. XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director XXXX XXXXXXX LIFE & HEALTH INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby acceptedand agreed to as of the date thereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Name and Address of Purchaser Principal Amount of Series A Notes or any to be Purchased Principal Amount of Series B Notes to be Purchased ING USA ANNUITY AND LIFE INSURANCE COMPANYc/o ING Investment Management LLC5780 Powers Xxxxx Xxxx XX, Xxxxx 000Xxxxxxx, XX 00000-0000 $2,800,000 $0 (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 document executed in connection herewith or therewith.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 One Wall Street Window A - 3rd Floor New York, NY 10286 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) The Each of the Parent and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State Illinois state or federal court sitting in the Borough of Manhattan, The City of New YorkChicago, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Parent and the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding Each of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive Parent 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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each of the Parent and the Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 Parent or the 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 Company 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. (ed) 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 Purchasers shall constitute a contract among the Obligors 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, Sovran Self Storage, Inc. By: /s/Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Sovran Acquisition Limited Partnership By: Sovran Holdings, Inc., its general partner By: /s/Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Assistant Vice President XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: : /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President THE INDEPENDENT ORDER OF FORESTERS By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President THE PENN MUTUAL 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/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President FARMERS INSURANCE EXCHANGE By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President 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: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor By: /s/XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Advisor By: /s/XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor By: /s/XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY OF CONNECTICUT By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INVESTORS USA INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager NEW ENGLAND LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. 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 This Agreement is hereby accepted and agreed to as of the date thereof. TRANSAMERICA LIFE (BERMUDA) LTD. By: AEGON USA Investment Management, LLC, its investment manager By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Vice President TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Vice President WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO By: AEGON USA Investment Management, LLC, its investment manager By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. PACIFIC LIFE INSURANCE COMPANY By: /s/XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President By: /s/XXXXXX X. XXXXXXXXXX Name: Xxxxxx X. Xxxxxxxxxx Title: Assistant Secretary This Agreement is hereby accepted and agreed to as of the date thereof. BANKERS LIFE AND CASUALTY COMPANY COLONIAL PENN LIFE INSURANCE COMPANY BANKERS CONSECO LIFE INSURANCE COMPANY By: 40/86 Advisors, Inc. acting as Investment Advisor By: /s/XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President The Prudential Insurance Company of America c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $15,000,000 [PAYMENT INFORMATION OMITTED] Pruco Life Insurance Company of New Jersey c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $5,000,000 [PAYMENT INFORMATION OMITTED] Xxxxxxx Penn Life Insurance Company of New York c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $3,905,000 [PAYMENT INFORMATION OMITTED] The Independent Order of Foresters c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $3,220,000 [PAYMENT INFORMATION OMITTED] The Penn Mutual Life Insurance Company c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $3,220,000 [PAYMENT INFORMATION OMITTED] Farmers Insurance Exchange c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $6,758,500 [PAYMENT INFORMATION OMITTED] Mid Century Insurance Company c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $2,896,500 [PAYMENT INFORMATION OMITTED] Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $26,250,000 [PAYMENT INFORMATION OMITTED] Payments Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $750,000 [PAYMENT INFORMATION OMITTED] Banner Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $1,500,000 [PAYMENT INFORMATION OMITTED] MassMutual Asia Limited c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $1,500,000 [PAYMENT INFORMATION OMITTED] Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,000,000 [PAYMENT INFORMATION OMITTED] Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] New England Life Insurance Company c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] MetLife Investors USA Insurance Company c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $3,000,000 [PAYMENT INFORMATION OMITTED] General American Life Insurance Company c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] New York Life Insurance Company c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $11,200,000 [PAYMENT INFORMATION OMITTED] Name and Address of Purchaser Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $12,500,000 [PAYMENT INFORMATION OMITTED] Name and Address of Purchaser Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $1,000,000 [PAYMENT INFORMATION OMITTED] New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2) c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $300,000 [PAYMENT INFORMATION OMITTED] Transamerica Financial Life Insurance Company c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $8,000,000 [PAYMENT INFORMATION OMITTED] Western Reserve Life Assurance Co. of Ohio c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $9,000,000 [PAYMENT INFORMATION OMITTED] Transamerica Life (Bermuda) Ltd c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $3,000,000 [PAYMENT INFORMATION OMITTED] Transamerica Life (Bermuda) Ltd c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $3,000,000 [PAYMENT INFORMATION OMITTED] Transamerica Life (Bermuda) Ltd c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $2,000,000 [PAYMENT INFORMATION OMITTED] Pacific Life Insurance Company 000 Xxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxxxx Xxxxx, XX 00000 $5,000,000 $5,000,000 $5,000,000 PAYMENT INFORMATION OMITTED] Bankers Life and Casualty Company c/o 40|86 Advisors, Inc. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 $13,000,000 [PAYMENT INFORMATION OMITTED] Colonial Penn Life Insurance Company c/o 40|86 Advisors, Inc. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] Bankers Conseco Life Insurance Company c/o 40|86 Advisors, Inc. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 $1,000,000 [PAYMENT INFORMATION OMITTED]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each of the Trust and 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 Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Trust and the 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. (ba) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding Each of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive Trust 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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) above 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 18(3) SECTION 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each of the Trust and the Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (db) Nothing in this Section 22.8 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 Trust or the 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. (ec) 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 therewithTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO ANY FINANCING DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, Each of the parties hereto consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any other party hereto in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder person shall then have been notified pursuant to said Section. The Company Each of the parties hereto agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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 Process shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicedeemed given only when actually received. (dc) Nothing in this Section 22.8 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 Graybar Electric Company, Inc. have to bring proceedings against the 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. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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. (ed) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Securities 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, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Xxxxx Xxxx Its: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby waive trial accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. UNUM LIFE INSURANCE COMPANY OF AMERICA By: Provident Investment Management, LLC Its: Agent By: Name: Xxx Xxxxx Title: Vice President, Senior Managing Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By Name: Xxxx Xxxxxxx Title: Senior Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF MRP SHARES TO BE PURCHASED AMERICAN GENERAL LIFE INSURANCE COMPANY c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 $13,300,000 (532,000 Shares) (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Account Name: AMERICAN GENERAL LIFE INS. CO. PHYSICAL; Account Number: 0000-000-0 Reference: PPN and Prin.: $ ; Int.: $ (2) Payment notices, audit confirmations and related correspondence to: American General Life Insurance Company (PA40) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Portfolio Administration (3) Duplicate payment notices (only) to: American General Life Insurance Company (PA40) c/o State Street Bank Corporation, Insurance Services SCHEDULE A (4) Compliance reporting information to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) MPR Share to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of: AGL-DEL (Tax ID #: 00-0000000) (6) Tax ID Number for American General Life Insurance Company: 00-0000000

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 Agreement or the NotesMRP Xxxxxx. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Fund consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Fund agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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.. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities Purchase Agreement (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the Company 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. (ed) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities 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 TOTAL RETURN FUND INC. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Chairman, President and Chief Executive Officer Clearbridge Energy MLP Total Return Fund Inc. Securities Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. INFORMATION RELATING TO PURCHASERS SCHEDULE A DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(a22.9(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 22.9 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 Company 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. (ed) 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 Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth. Bxxx, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Bxxx Administration Company By: Name: Oxxx Xxxxx Title: Treasurer Belk International, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Bxxx Stores Services, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Bxxx-Xxxxxxx Company, Greenville, South Carolina By: Name: Oxxx Xxxxx Title: Treasurer The Bxxx Center, Inc. By: Name: Oxxx Xxxxx Title: Treasurer United Electronic Services, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Belk Accounts Receivable, LLC By: Name: Oxxx Xxxxx Title: Treasurer Bxxx Stores of Virginia LLC By: Name: Oxxx Xxxxx Title: Treasurer Belk Gift Card Company LLC By: Name: Oxxx Xxxxx Title: Treasurer Belk Merchandising, LLC By: Name: Oxxx Xxxxx Title: Treasurer Xxxx Xxxxx Holdings LLC By: Name: Oxxx Xxxxx Title: Treasurer Belk Department Stores LP By: Bxxx, Inc., its General Partner By: Name: Oxxx Xxxxx Title: Treasurer Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Investment Management, Inc., as investment manager By: Vice President UNITED OF OMAHA LIFE 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 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 110,050,000.00 $ 71,600,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Bxxxxxxx and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Managing Director Schedule A (to Note Purchase Agreement) (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Mxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Fee amount to account P86188 $ 4,009.60 Fee amount to account P86189 $ 2,153.20 UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY $ 7,500,000.00 $ 7,500,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY (2) Address for all notices relating to payments: Universal Prudential Arizona Reinsurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Bxxxxxxx and Collections (3) Address for all other communications and notices: Universal Prudential Arizona Reinsurance Company c/o Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Managing Director (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Mxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Fee amount payable: $ 420.00 PURCHASER SCHEDULE UNITED OF OMAHA LIFE INSURANCE COMPANY $ 7,450,000.00 $ 7,450,000.00 (1) All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank (2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank (3) Address for all notices relating to payments: JPMorgan Chase Bank 10000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: Income Processing — G. Xxxx a/c: G09588 (4) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Managing Director (5) Address for Delivery of Notes: (a) Send physical security by nationwide overnight delivery service to: JPMorgan Cxxxx Xxxx 0 Xxx Xxxx Xxxxx Xxxxxx Xxxxx Receive Window Nxx Xxxx, XX 00000 (b) Send copy by nationwide overnight delivery service to: Prudential Capital Group Gateway Center 4 100 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management, Manager Telephone: (000) 000-0000 Fee amount payable: $ 417.20 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) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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 Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section, including to its registered agent if so notified. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 this Section 22.8(a24.7(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 24.7 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 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. (ed) 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 Obligors. Very truly yours, By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President & Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: GETTY PROPERTIES CORP., its General Partner By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: GETTY PROPERTIES CORP., its sole member By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx Title: Assistant Vice President Name: Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx Title: Assistant Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx SCHEDULE A INFORMATION RELATING TO PURCHASERS

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage Cleco Power LLC Note Purchase Agreement prepaid, return receipt requested, to it at its address specified in Section 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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, Cleco Power LLC By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President, CFO & Treasurer Cleco Power LLC Note Purchase Agreement Accepted as of the date first written above. Thrivent Financial for Lutherans By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President Cleco Power LLC Note Purchase Agreement Accepted as of the date first written above. ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company Reliastar Life Insurance Company Reliastar Life Insurance Company of New York 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) The Company Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, Each Guarantor consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding solely of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant 10, to said Sectionit. The Company Each Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementEACH 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement Agreement, the Notes or the Notesany other Finance Document. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto 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, SOURCEGAS HOLDINGS LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. METROPOLITAN TOWER LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY OF CONNECTICUT By: Metropolitan Life Insurance Company, its Investment Manager METROPOLITAN TOWER LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. COBANK, ACB By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. AGFIRST FARM CREDIT BANK By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 Agreement or the NotesGuaranty. To the fullest extent permitted by applicable law, the Company 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) . The Company agrees, Guarantor consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in this Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 the Guarantor at its address specified in Section 18(3) 7 or at such other address of which such holder the Obligees shall then have been notified pursuant to said SectionSection 7. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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 internationally recognized courier or overnight delivery service. (d) . Nothing in this Section 22.8 10 shall affect the right of any holder of a Note Obligee to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Obligees may have to bring proceedings against the Company 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. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, each of the Company Parent and 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each party hereto 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each of the Parent and the Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 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/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President, Chief Financial Officer and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. Voya Retirement Insurance and Annuity Company Brighthouse Life Insurance Company Xxxxxx Xxxx Life Insurance Company Shelter Mutual Insurance Company Shelter Life Insurance Company Shelter Reinsurance Company By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President NN Life Insurance Company Ltd. By: Voya Investment Management LLC, as Attorney in Fact By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. Nationwide Life Insurance Company Nationwide Life and Annuity Insurance Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. American General Life Insurance Company Lexington Insurance Company The United States Life Insurance Company in the City of New York The Variable Annuity Life Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director 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 Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. 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 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/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company, for its Group Annuity Separate Account By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Its Authorized Representative This Agreement is hereby accepted and agreed to as of the date hereof. Pacific Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. Thrivent Financial for Lutherans By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director 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: Head of Credit Research Xxxxxxx Park Capital Management, LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Head of Credit Research This Agreement is hereby accepted and agreed to as of the date hereof. Great-West Life & Annuity Insurance Company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President, Investments Massachusetts Mutual Life Insurance Company By: Great-West Capital Management, LLC, as its Investment Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. Genworth Life Insurance Company By: /s/ Wm. Xxxxxx Xxxxxxxx Name: Wm. Xxxxxx Xxxxxxxx Title: Investment Officer 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/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments 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/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Gleaner Life Insurance Society By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. First Security Benefit Life Insurance and Annuity Company of New York By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Fidelity Life Association, a Legal Reserve Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact 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/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. U.S. Financial Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Reliance Standard Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. A. Xxxxxxxxx Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Catholic United Financial Minnesota Life Insurance Company New Era Life Insurance Company Securian Life Insurance Company GBU Financial Life Guarantee Trust Life Insurance Company ProAssurance Casualty Company By: Securian Asset Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. American Family Life Insurance Company By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets 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) The Company Guarantor irrevocably submits to the non-exclusive in personam jurisdiction of any New York Texas State or federal court sitting in the Borough of ManhattanDallas County, The City of New YorkTexas, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuarantee Agreement. To the fullest extent permitted by applicable law, the Company 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 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) . The Company agrees, Guarantor consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in this Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 the Guarantor at its address specified in Section 18(3) 7 or at such other address of which such holder Obligee shall then have been notified pursuant to said Section. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (d) . Nothing in this Section 22.8 10 shall affect the right of any holder of a Note Obligee to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Obligee may have to bring proceedings against the Company 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. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 parties hereto 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, MAUI ELECTRIC COMPANY, LIMITED /s/ Xxxxx X.X. Xxxxxxxx Xxxxx X.X. Xxxxxxxx Financial Vice President /s/ Xxxxx Xxx Xxxxxx Xxxxx Xxx Xxxxxx Treasurer HAWAIIAN ELECTRIC COMPANY, INC. /s/ Xxxxx X.X. Xxxxxxxx Xxxxx X.X. Xxxxxxxx Senior Vice President and Chief Financial Officer /s/ Xxxxx Xxx Xxxxxx Xxxxx Xxx Xxxxxx Treasurer This Agreement is hereby waive trial by jury accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By /s/ Xxxxxx X. Xxxxxx Xx. Name: Xxxxxx X. Xxxxxx Xx. Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Its Authorized Representative THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Its Authorized Representative NORTHWESTERN LONG TERM CARE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Its Authorized Representative This Agreement is hereby accepted and 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 any action brought Fact By /s/ Xxxx X. Xxxxxx, Xx. Name: Xxxx X. Xxxxxx, Xx., CFA Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Treasurer & Investment Manager This Agreement is hereby accepted and agreed to as of the date thereof. WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Investment By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Securities This Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 0000 Xxxxxx Xxxxxxxx Blvd. Charlotte, North Carolina 28262 $ 0 $ 7,200,000 $ 14,100,000 (1) All payments on or with in respect to this Agreement, of the Notes shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing House System, to: JPMorgan Chase Bank, N.A. ABA # XXX Account Number: XXX Account Name: XXX For Further Credit to the Account Number: XXX Reference: PPN: [XXX]/Maui Electric Company, Limited Maturity Date: [January 1, 2020/Interest Rate: 4.03%/P&I Breakdown] [November 1, 2023/Interest Rate: 4.55%/P&I Breakdown] (2) All notices of payments and written confirmations of such wire transfers: Teachers Insurance and Annuity Association of America 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Securities Accounting Division Phone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: JPMorgan Chase Bank, N.A. X.X. Xxx 00000 Xxxxxx, Xxx Xxxxxx 00000 And to: Teachers Insurance and Annuity Association of America 0000 Xxxxxx Xxxxxxxx Boulevard Charlotte, North Carolina 28262 Attention: Global Private Markets Telephone: (000) 000-0000 (Ho Xxxxx Xxx) (000) 000-0000 (General Number) Facsimile: (000) 000-0000 Email: xxxx@xxxx-xxxx.xxx Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date of the Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from which such electronic funds transfer was sent. (3) All other document executed in connection herewith or therewith.Communications: Teachers Insurance and Annuity Association of America 0000 Xxxxxx Xxxxxxxx Boulevard Charlotte, North Carolina 28262 Attention: Global Private Markets Telephone: (000) 000-0000 (Ho Xxxxx Xxx) (000) 000-0000 (General Number) Facsimile: (000) 000-0000 Email: xxxx@xxxx-xxxx.xxx (4) Address for Delivery of Notes: JPMorgan Chase Bank, N.A.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing in this Section 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 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. (ec) 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/ X. Xxxx Xxxx Name: X. Xxxx Xxxx Title: Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx 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/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Prudential Investment Management, Inc. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, NY 10036 Attention: Managing Director Telecopy: 000-000-0000 Telephone: 000-000-0000 Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx Engin X. Xxxxx Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Chairman, President and (000) 000-0000 Chief Executive Officer FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 X. Xxxx Xxxx Treasurer (000) 000-0000 501 Xxxxxxx 7 FAX: (000) 000-0000 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxxx X. XxXxxx Controller (000) 000-0000 501 Xxxxxxx 7 FAX: (000) 000-0000 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxxx X. Xxxxxxxx Vice President & Chief (000) 000-0000 Financial Officer FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxx X. Xxxxxxx Executive Vice President (000) 000-0000 & Chief Operating Officer FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxx X. X’Xxxxxx Vice President, General (000) 000-0000 Counsel & Corporate FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Senior Note Registration Number(s); Principal Amount(s) RA-1; $24,350,000 RA-2; $20,000,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $24,350,000.00) Account Name: The parties hereto hereby waive trial by jury Prudential - Privest Portfolio Account No.: P86189 (please do not include spaces) (in any action brought the case of payments on or with respect account of the Note originally issued in the principal amount of $20,000,000.00) Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to this AgreementPayments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Recipient of telephonic prepayment notices: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director Instructions re: Delivery of Notes Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxx, Esq. Telephone: 000-000-0000 Signature Block THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President Tax Identification Number 00-0000000 Name in Which to Register Note(s) GIBRALTAR LIFE INSURANCE CO., LTD. Senior Note Registration Number(s); Principal Amount(s) RA-3; $20,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account Name: GIB Private Placement USD Account No.: P86406 (please do not include spaces) Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. All Payments, other than principal, interest, Make-Whole Amount on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account No. 304199036 Account Name: Prudential International Insurance Service Company Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes or any due August 28, 2016 PPN: 03937R A#9 Due date and application (e.g., type of fee) of the payment being made. Address/Fax for Notices Related to Payments The Gibraltar Life Insurance Co., Ltd. 0-00-00, Xxxxxxxxx Xxxxxxx-xx, Xxxxx 000-0000, Japan Telephone: 00-0-0000-0000 Facsimile: 00-0-0000-0000 E-mail: xxxxxxx.xxxxx@xxx-xxxx.xx.xx Attention: Xxxxxxx Xxxxx, Vice President of Investment Operations Team Address/Fax for All Other Notices Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director Instructions re: Delivery of Notes The Gibraltar Life Insurance Co., Ltd. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx .Xxx Xxxx, XX 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tel: 000-000-0000 Signature Block GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management (Japan), Inc.,as Investment Manager By: Prudential Investment Management, Inc., asSub-Adviser By:______________________________ Vice President Tax Identification Number 00-0000000 Name in Which to Register Note(s) UNITED OF OMAHA LIFE INSURANCE COMPANY Senior Note Registration Number(s); Principal Amount(s) RA-4; $7,050,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Private Income Processing For Credit to account: 900-9000200 For further credit to Account Name: United of Omaha Life Insurance Company For further credit to Account Number: G09588 Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. All Payments, other document executed in connection herewith or therewiththan principal, interest, Make-Whole Amount on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account No. G09588 Account Name: United of Omaha Life Insurance Co. Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (e.g., type of fee) of the payment being made. Address/Fax for Notices Related to Payments JPMorgan Chase Bank 00000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-2917 Attn: Income Processing - X. Xxxx a/c: G09588 Address/Fax for All Other Notices Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. ‑39‑ (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 Agreement or the NotesGuaranty. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Guarantor 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 22.8(a15.8(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 18(3) 12 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 15.8 shall affect the right of any holder of a Note Holder 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 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. (ed) 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 therewithTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement Agreement, any Supplement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing in this Section 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 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. (ec) The parties hereto 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, ARCH CHEMICALS, INC. By /s/ W. Xxxx Xxxx Name: W. Xxxx Xxxx Title: Treasurer This Agreement is hereby waive trial accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President NEW YORK LIFE INSURANCE COMPANY By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director 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/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director 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/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director FORETHOUGHT LIFE INSURANCE COMPANY By New York Life Investment Management LLC, Its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director METROPOLITAN LIFE INSURANCE COMPANY METLIFE INVESTORS INSURANCE COMPANY By: Metropolitan Life Insurance Company, for itself and as investment manager for the above entity By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments THE GREAT-WEST LIFE ASSURANCE COMPANY By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments, GWL&A By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments, GWL&A CUNA MUTUAL INSURANCE SOCIETY CUMIS INSURANCE SOCIETY, INC. By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Director, Investments SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager INFORMATION RELATING TO PURCHASERS NAMES AND ADDRESS OF PURCHASER CLOSING DATE PRINCIPAL AMOUNT OF SERIES 2010-A NOTES TO BE PURCHASED ING LIFE INSURANCE AND ANNUITY COMPANY September 9, 2010 $ 11,000,000 c/o ING Investment Management LLC December 31, 2010 $ 11,000,000 Payments All payments on account of the Notes held by jury in any action brought such purchaser shall be made by wire transfer of immediately available funds (identifying each payment as “Arch Chemicals, Inc., 4.00% Series 2010-A Senior Notes due December 31, 2017, PPN 03937R B*2, interest and principal”), for credit to: Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate, issuance date and final maturity date) of the Notes on or account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. Notices All notices with respect to this Agreementpayments and written confirmation of each such payment to be addressed: All other notices and communications to be addressed as first provided above. Name of Nominee in which Notes are to be issued: Taxpayer I.D. Number: Deliver Notes to: SCHEDULE A NAMES AND ADDRESS OF PURCHASER CLOSING DATE PRINCIPAL AMOUNT OF SERIES 2010-A NOTES TO BE PURCHASED ING USA ANNUITY AND LIFE INSURANCE COMPANY September 9, 2010 $ 9,200,000 c/o ING Investment Management LLC December 31, 2010 $ 9,200,000 Payments All payments on account of the Notes held by such purchaser shall be made by wire transfer of immediately available funds (identifying each payment as “Arch Chemicals, Inc., 4.00% Series 2010-A Senior Notes due December 31, 2017, PPN 03937R B*2, interest and principal”), for credit to: Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate, issuance date and final maturity date) of the Notes or any other document executed in connection herewith or therewithon account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 YorkChicago, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage TALX Corporation Note Purchase Agreement prepaid, return receipt requested, to it at its address specified in Section 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) The parties hereto 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. * * * * * -42- TALX 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, TALX CORPORATION By /s/ L. Xxxxx Xxxxxx ------------------------------------ Name: L. Xxxxx Xxxxxx Title: Chief Financial Officer TALX Corporation Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this as of the date thereof. PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ BL ------------------------------ Name: Xxxxx X. Xxxxxx Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ BL -------------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President MTL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ BL ------------------------------ Name: Xxxxx X. Xxxxxx Title: Vice President TALX Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxxxxxxxx --------------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Private Placements Manager TALX Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN INVESTORS LIFE INSURANCE COMPANY By: AmerUs Capital Management Group, Inc., its authorized attorney-in-fact By /s/ Xxxxx X. Xxxx ------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President - Private Placements AMERUS LIFE INSURANCE COMPANY By: AmerUs Capital Management Group, Inc., its authorized attorney-in-fact By /s/ Xxxxx X. Xxxx ------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President - Private Placements INFORMATION RELATING TO PURCHASERS SCHEDULE A (to Note Purchase Agreement) DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing in this Section 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 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. (ec) The parties hereto 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, Xxxxx Xxxxxx, Inc. By: /s/Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: VP Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. By: /s/Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Prudential Investment Management, Inc. c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director Telecopy: 000-000-0000 Telephone: 000-000-0000 Email: (see below) Xxxx X. Xxxxxxx Email: xxxx.xxxxxxx@xxxxxxxxxx.xxx Xxxxxx X. Xxxxxxxx Email: xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Engin W. Okaya Email: xxxxx.xxxxx@xxxxxxxxxx.xxx Xxxx X. Xxxxxx Email: xxxx.xxxxxx@xxxxxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement Agreement, the Notes or the Notesany other Note Document. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 parties hereto 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, MAUI ELECTRIC COMPANY, LIMITED 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 waive trial acceptedand agreed to as of the date thereof. XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director Name and Address of Holder Principal Amount of Notes to be Purchased Xxxx Xxxxxxx Life Insurance Company (U.S.A.) c/o Xxxx Xxxxxxx Financial Services197 Clarendon XxxxxxXxxxxx, XX 00000 $5,000,000 (1) All payments to be by jury in any action brought on or bank wire transfer of immediately available funds to: Provided separately to the Company (2) All notices with respect to this Agreementpayments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Investment Administration Fax Number: (000) 000-0000 Email: XxxxxxxxxxXxxxxxxxxxxxxx@xxxxxxxx.xxx (3) All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: Xxxx Xxxxxxx Financial Services197 Clarendon StreetBoston, MA 02116Attention: Bond and Corporate Finance, X-0xxxxxxxxx@xxxxxxxx.xxx (4) All other communications: Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Investment Law, C-3 Fax Number: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Bond and Corporate Finance, C-2 Email Address: Xxxxxxxxx@xxxxxxxx.xxx (5) Delivery of the Notes or any other document executed in connection herewith or therewithNotes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: None 47934-0000 CH2\17380854

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement (including any Supplement) or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(318(4) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 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 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementAgreement (including any Supplement), the Notes or any other document executed in connection herewith (including any Supplement) or therewith.. The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, Diebold, Incorporated By Name: Title: Accepted as of the date first written above. [Variation] By Name: Title:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement Agreement, the Notes or the Notesany other Financing Document. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES, ANY OTHER FINANCING DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing in this Section 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 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. (ec) The parties hereto 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. * * * * * 52 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, XXXXX XXXXXX, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President and Treasurer [Signature Page to Amended and Restated Master Note Purchase Agreement – Xxxxx Xxxxxx, Inc. (MetLife)] This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director METLIFE INVESTMENT ADVISORS COMPANY, LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director METLIFE INSURANCE K.K. By MetLife Investment Advisors, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director TRANSATLANTIC REINSURANCE COMPANY By MetLife Investment Advisors, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director [Signature Page to Amended and Restated Master Note Purchase Agreement – Xxxxx Xxxxxx, Inc. (MetLife)] UNION FIDELITY LIFE INSURANCE COMPANY By MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director [Signature Page to Amended and Restated Master Note Purchase Agreement – Xxxxx Xxxxxx, Inc. (MetLife)] INFORMATION SCHEDULE Authorized Officers for MetLife MetLife Investment Advisors, LLC Xxx XxxXxxx Xxx Xxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: jgulotta@ xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxxx Teagan Director Telephone: 000.000.0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx Authorized Officers for Company Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx Chairman of the Board, Chief Executive Officer Vice President Treasurer Telephone: 000.000.0000 Telephone: 000-000-0000 Telecopy: 000.000.0000 Fax: 000-000-0000 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Email: Xxxxxxx.Xxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx Xxxxxx Xxxxxxxx President, Xxxxx Xxxxxx, Inc., and Chief Executive Vice President, Executive Officer, Global Dental Group Chief Financial Officer Telephone: 000.000.0000 Telephone: 000.000.0000 Telecopy: 000.000.0000 Fax: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Xxxxxx X. South Senior Vice President, Corporate & Legal Affairs Vice President, Corporate Finance & Chief and Chief of Staff, Secretary Accounting Officer Telephone: 000.000.0000 Telephone: 000.000.0000 Telecopy: 631.843.5660 Telecopy: 631.843.5825 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx SCHEDULE A INFORMATION RELATING TO PURCHASERS [Separately Provided] Schedule A-1 SCHEDULE B DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. STEPAN COMPANY NOTE PURCHASE AGREEMENT (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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. STEPAN COMPANY NOTE PURCHASE AGREEMENT The parties hereto hereby waive trial execution hereof by jury 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 action brought 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 with respect 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 this Agreementthe 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, the Notes or any 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 document executed in connection herewith or therewith.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

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company hereby (i) irrevocably submits and consents to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork (or, over any suitif such court lacks jurisdiction, action the State courts located therein), and irrevocably agrees that all actions or proceeding arising out of or proceedings relating to this Agreement or the Notes. To the fullest extent permitted by applicable lawNotes may be litigated in such courts, the Company irrevocably and (ii) waives and agrees not to assert, by way of motion, as a defense any objection which it may have based on improper venue or otherwise, any claim that it is not subject forum non conveniens to the jurisdiction conduct 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 waives personal service of any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive and binding all process upon it subject to rights of appeal, as the case may beit, and may (iii) consents that all such service of process 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) made by a suit upon such judgment. (c) The Company 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 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, delivery to it at its address specified set forth in Section 18(3) or at such other address of which such holder shall then have been notified pursuant to said Section18. The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (d) Nothing contained in this Section 22.8 section shall affect the right of any holder of a Note to serve legal process in any other manner permitted by law, law or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any action or proceeding in the courts of any appropriate jurisdiction against the Company or to enforce in any lawful manner a judgment obtained in one jurisdiction in the courts of any other jurisdiction.. NRP (Operating) LLC Third Amendment (eb) The parties hereto THE PARTIES HERETO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THE PARTIES HERETO HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.” Section 1.20 Schedule B to the Note Agreements is hereby waive trial amended by jury inserting the following new defined terms in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.appropriate alphabetical order:

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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 court. Each party hereto irrevocably waives, to the full extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each party hereto 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each party hereto agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note party hereto 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto 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, SOLAR CAPITAL LTD. By Name: Title: This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreement, as of the Notes or any other document executed in connection herewith or therewith.date thereof. [REDACTED] By: Name: Title: By: Name: Title: Information Relating to Purchasers [Redacted]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor 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 Agreement or the NotesGuaranty Agreement. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, Guarantor consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a11.6(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 18(3) the Note Agreement or at such other address of which such holder shall then have been notified pursuant to said SectionNote Agreement. The Company Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 11.6 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 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. (ed) 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 therewithTHE GUARANTOR 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 Company Parent and the Issuer 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 Agreement Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding Each of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive Parent 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 Issuer 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each of the Parent and the Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 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. (ed) The parties hereto 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 Issuer, whereupon this Agreement shall become a binding agreement between you and the Issuer. Very truly yours, STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President STAG INDUSTRIAL, INC., a Maryland corporation By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY UNITED INSURANCE COMPANY OF AMERICA THE MUTUAL SAVINGS LIFE INSURANCE COMPANY CATHOLIC UNITED FINANCIAL CATHOLIC LIFE INSURANCE UNION COLORADO BANKERS LIFE INSURANCE COMPANY FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN FIDELITY LIFE ASSOCIATION DEARBORN NATIONAL LIFE INSURANCE COMPANY GREAT WESTERN INSURANCE COMPANY MTL INSURANCE COMPANY TRUSTMARK INSURANCE COMPANY VANTIS LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer accepted and agreed to as of the date hereof. AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Investment Officer accepted and agreed to as of the date hereof. MONY LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Investment Officer accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director accepted and agreed to as of the date hereof. PRIMA MORTGAGE INVESTMENT TRUST, LLC, a Delaware limited liability company By: Prima Capital Advisors LLC, as authorized agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement (including any Supplement) or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) TO THE FULLEST EXTENT PERMITTED BY LAW THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT (INCLUDING ANY SUPPLEMENT), THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH (INCLUDING ANY SUPPLEMENT) OR THEREWITH. The parties hereto hereby waive trial execution hereof by jury 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 action brought on or with respect to this Agreementnumber of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, HNI CORPORATION By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President, Treasurer and Investor Relations HNI Corporation Note Purchase Agreement THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Its Authorized Representative THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY For Its Group Annuity Separate Account By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Its Authorized Representative METROPOLITAN LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Associate Portfolio Manager STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Investment Officer By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Investment Officer By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Allianz of America, Inc. as the Notes or any other document executed in connection herewith or therewith.authorized signatory and investment manager By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Assistant Treasurer CONSECO HEALTH INSURANCE COMPANY CONSECO SENIOR HEALTH INSURANCE COMPANY COLONIAL PENN LIFE INSURANCE COMPANY By: 40/86 Advisors, Inc., acting as Investment Advisor: By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AMERICAN FAMILY LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Investment Director UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President COMPANION LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signer THE STATE LIFE INSURANCE COMPANY By American United Life Insurance Company, Its Agent By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities AMERICAN UNITED LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By American United Life Insurance Company, Its Agent By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By /s/ Xxxxx X. Xxxxxxxx Its: Xxxxx X. Xxxxxxxx Second Vice President & Counsel By /s/ Xxxxx X. Xxxxxxx Its: Xxxxx X. Xxxxxxx, Counsel VANTISLIFE INSURANCE COMPANY, a Connecticut company By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Second Vice President & Counsel By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Counsel

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. AZZ incorporated Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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. AZZ incorporated 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, AZZ incorporated By /s/ Dxxxx X. Xxxxxx Name:Dxxxx X. Xxxxxx Title:President and Chief Executive Officer AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. The Prudential Insurance Company of america By: /s/ Txxxxx X. Xxxxxxx Txxxxx X. Xxxxxxx, 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/ Txxxxx X. Xxxxxxx Txxxxx X. Xxxxxxx, Vice President AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Farm Bureau Life Insurance Company of Michigan By:Advantus Capital Management, Inc. By: /s/ Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: Vice President American Fidelity Assurance Company By:Advantus Capital Management, Inc. By: /s/ Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: Vice President American Republic Insurance Company By:Advantus Capital Management, Inc. By: /s/ Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: Vice President Great Western Insurance Company By:Advantus Capital Management, Inc. By: /s/ Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: Vice President AZZ incorporated Note Purchase Agreement MTL Insurance Company By:Advantus Capital Management, Inc. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Vice President Farm Bureau Mutual Insurance Company of Michigan By:Advantus Capital Management, Inc. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Vice President Farm Bureau General Insurance Company of Michigan By:Advantus Capital Management, Inc. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Vice President American-Amicable Life Insurance Company of Texas By:Advantus Capital Management, Inc. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Vice President AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Fort Dearborn Life Insurance Company By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President Industrial Alliance Pacific Insurance and Financial Services, Inc. By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President Occidental Life Insurance Company of North Carolina By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President Trustmark Insurance Company By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Vantis Life Insurance Company By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President Colorado Bankers Life Insurance Company By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President The Catholic Aid Association By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President New Era Life Insurance By:Advantus Capital Management, Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Vice President AZZ incorporated 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: /s/ Exxxxxxxx X. Xxxxxxxx Name: Exxxxxxxx X. Xxxxxxxx Title: Managing Director C.M. Life Insurance Company By:Babson Capital Management LLC as Investment Adviser By: /s/ Exxxxxxxx X. Xxxxxxxx Name: Exxxxxxxx X. Xxxxxxxx Title: Managing Director AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. United of Omaha Life Insurance Company By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Vice President Mutual of Omaha Insurance Company By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Vice President Companion Life Insurance Company By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Vice President AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Connecticut General Life Insurance Company By:CIGNA Investments, Inc. (authorized agent) By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Senior Managing Director Life Insurance Company of North America By:CIGNA Investments, Inc. (authorized agent) By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Senior Managing Director AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Great-West Life & Annuity Insurance Company By: /s/ Txx Xxxxxxxx Name: Txx Xxxxxxxx Title: Assistant Vice President, Investments By: /s/ Wxxx Xxxxxx Name: Wxxx Xxxxxx Title: Manager, Investments London Life Insurance Company By: /s/ D.B.E. Axxxx Name: D.B.E. Axxxx Title: Authorized Signatory By: /s/ B.R. Axxxxxx Name: B.R. Axxxxxx Title: Authorized Signatory AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. The Guardian Life Insurance Company of America By: /s/ Gxxxxxxxx Xxxxxx Name: Gxxxxxxxx Xxxxxx Title: Senior Director AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. The Union Central Life Insurance Company By: Summit Investment Advisors, Inc., as Agent By: /s/ Axxxxx X. Xxxxx Name: Axxxxx X. Xxxxx Title: Managing Director-Private Placements Ameritas Life Insurance Corp. By: Summit Investment Advisors, Inc., as Agent By: /s/ Axxxxx X. Xxxxx Name: Axxxxx X. Xxxxx Title: Managing Director-Private Placements Acacia Life Insurance Company By: Summit Investment Advisors, Inc., as Agent By: /s/ Axxxxx X. Xxxxx Name: Axxxxx X. Xxxxx Title: Managing Director-Private Placements AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Life Insurance Company of the Southwest By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx Title: Senior Vice President Sentinel Asset Management AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. American Equity Investment Life Insurance Company By: /s/ Jxxxxxx X. Xxxxxxx Name: Jxxxxxx X. Xxxxxxx Title: Authorized Signatory AZZ incorporated Note Purchase Agreement Accepted as of the date first written above. Southern Farm Bureau Life Insurance Company By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Portfolio Manager The Prudential Insurance Company of America c/o Prudential Capital Group 2000 Xxxx Xxxxxx, Suite 4200E Dallas, Texas 75201 Attention: Managing Director, Energy and Corporate Finance $15,390,000 $5,610,000 All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $15,390,000) Account Name: Privest Plus Account No.: P86288 (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $5,610,000) JPMorgan Chase Bank New York, New York ABA No.: 000-000-000 Each such wire transfer shall set forth the name of the Company, a reference to “AZZ incorporated, 5.42% Senior Notes, Series 2011A, due 2021, Security No. INV10999, PPN 002474 A#1” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Issuer 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said such Section. The Company Each Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company parties hereto 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company parties hereto irrevocably waives waive 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 they 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 parties hereto 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 22.8(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 them at its their address specified in Section 18(3) Article 18 or at such other address of which such holder shall then have been notified pursuant to said SectionSection 18.1. The Company agrees parties hereto agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to itthem. 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 Obligors. Very truly yours, ARMENIA MOUNTAIN WIND, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Treasurer AMW I HOLDING, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice-President This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By: Voya Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. acting through its U.S. Branch 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 This Agreement is hereby accepted and agreed to as of the date hereof. 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: Authorized Signer

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Madison Gas and Electric Company Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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- Madison Gas and Electric Company 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, Madison Gas and Electric Company By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Treasurer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. State Farm Life Insurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Life and Accident Assurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Mutual Automobile Insurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Fire and Casualty Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional Madison Gas and Electric Company Note Purchase Agreement State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Family Mutual Insurance Company, S.I. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets American Family Life Insurance Company By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director New York Life Insurance Company By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management) acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Ameritas Life Insurance Corp. a Nebraska corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Representative Ameritas Life Insurance Corp. of New York a New York corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Representative Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American United Life Insurance Company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP, Fixed Income Securities Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Mutual of Omaha Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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. (ed) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Securities 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, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Its: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. VOYA INSURANCE AND ANNUITY COMPANY VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: Voya Investment Management LLC, as Agent By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By Name: Title: By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ROYAL NEIGHBORS OF AMERICA By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: Name: Xxxxx X. Xxxx Title: Vice President, Fixed Income INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT AND MRP SHARES TO BE PURCHASED THE VARIABLE ANNUITY LIFE INSURANCE COMPANY c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, TX 77019-2155 Attn: Private Placements Portfolio Administration Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx $4,000,000 (160,000 Shares) (1) All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, dividend rate, maturity date, dividend amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementBank of New York Mellon ABA # 000-000-000 Account Name: BNYM Income Account Number: GLA111566 For Further Credit to: VARIABLE ANNUITY LIFE INSURANCE CO.; Account No. 260735 Reference: PPN and Prin.: $ ; Int.: $ (2) Payment notices, the Notes or any other document executed in connection herewith or therewith.audit confirmations and related correspondence to: The Variable Annuity Life Insurance Company (260735) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Portfolio Administration Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Constituent Company 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 22.8(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Each Constituent Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) 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. (dc) Nothing in this Section 22.8 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 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. (ed) 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 parties hereto hereby waive trial execution hereof by jury in any action brought on or with respect to this Agreementthe Purchasers shall constitute a contract among the Company, the Notes or any 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. /s/ Xxxxx X.X. Xxxxxxxx Xxxxx X.X. Xxxxxxxx Financial Vice President /s/ Xxxxx Xxx Xxxxxx Xxxxx Xxx Xxxxxx Treasurer HAWAIIAN ELECTRIC COMPANY, INC. /s/ Xxxxx X.X. Xxxxxxxx Xxxxx X.X. Xxxxxxxx Senior Vice President and Chief Financial Officer /s/ Xxxxx Xxx Xxxxxx Xxxxx Xxx Xxxxxx Treasurer This Agreement is hereby accepted and 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. Name: Xxxx X. Xxxxxx, Xx. CFA Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By /s/ Xxxxxx X. Xxxxxx Xx. Name: Xxxxxx X. Xxxxxx Xx. Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Its Authorized Representative This Agreement is hereby accepted and agreed to as of the date thereof. WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Investment By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Securities This Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Treasurer & Investment Manager THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 41-104 Xxxxxxxxxxxx, XX 00000 $ 4,800,000 $ 0 (1) All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: The Bank of New York Mellon Xxx Xxxx Xxxxxx, Xxx Xxxx, XX 00000 ABA #: XXX BNF Account #: XXX Attention: Private Placement P & I Dept For Further Credit: The Lincoln National Life Insurance Company Further Credit A/C #: XXX REF: PPN/CUSIP # / SECURITY DESC / PAYT REASON (2) All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon X.X. Xxx 00000 Xxxxxx, Xxx Xxxxxx 00000 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 0000 Xxxxx Xxxxxxx Xxxxxx, 0X-00 Xxxx Xxxxx, IN 46802 Attn: X.Xxxxx — Investment Accounting Investment Accounting Fax: 000-000-0000 (3) All other document executed in connection herewith or therewith.Communications: Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 00-000 Xxxxxxxxxxxx, XX 00000 Attn: Fixed Income Private Placements Private Placement Fax: 000-000-0000 Email: Xxxx.Xxxxxx@xxxxxxxxx.xxx AND Xxxx.Xxxxxx@xxxxxxxxx.xxx (4) Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Xxxxxx Xxxxxxx (Telephone 000-000-0000) Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 With a copy faxed to: Xxxxx Xxxxx — The Bank of New York Mellon (Fax#000-000-0000) And a copy to Xxxxxxx Xxxxx (Xxxxxxx.Xxxxx@xxx.xxx)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Fund consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Fund CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the Company 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. (ed) The parties hereto hereby waive trial by jury THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement If you are in any action brought agreement with the foregoing, please sign the form of agreement on or with respect a counterpart of this Agreement and return it to the Fund, whereupon this AgreementAgreement shall become a binding agreement between you and the Fund. Very truly yours, CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Chairman, President and Chief Executive Officer ClearBridge Energy MLP Fund Inc. Securities Purchase Agreement INFORMATION RELATING TO PURCHASERS SCHEDULE A DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Each Obligor 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 22.8(a24.7(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 18(3) 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 24.7 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 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. (ed) 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 Obligors. By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: GETTY PROPERTIES CORP., its General Partner By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: GETTY PROPERTIES CORP., its sole member By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer accepted and agreed to as of the date hereof. By: Name: Xxxxxxxxxxx X. Xxxxx Title: Vice President By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel Investment Section, Room 1016 3 [***] Indicates material that has been excluded from this Exhibit 10.4 because it is not material. 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) 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 Agreement Agreement, any Supplement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(318(iv) or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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 parties hereto execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, HAWAIIAN ELECTRIC INDUSTRIES, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Financial Vice President, Treasurer and Chief Financial Officer By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President-Finance, Controller and Chief Accounting Officer This Agreement is hereby waive trial accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxxx Xxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxxxxx Xxxxxx Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: /s/ Xxxxxxxx Xxxxxx Vice President PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxxxx Xxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxxxx Xxxxxx Vice President PHYSICIANS MUTUAL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxxx Xxxxxx Vice President 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/ Xxxxxxxx Xxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date thereof. ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY ING LIFE INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date thereof. NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Treasurer & Investment Manager This Agreement is hereby accepted and agreed to as of the date thereof. CUNA MUTUAL INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investor Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments This Agreement is hereby accepted and agreed to as of the date thereof. COUNTRY LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income COUNTRY MUTUAL INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income This Agreement is hereby accepted and agreed to as of the date thereof. FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Securities Vice President Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $9,813,319.50 $0 (1) All payments on account of Notes held by jury such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) All other communications: The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in any action brought which Notes are to be issued: None Tax Identification Number: 00-0000000 Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased PRUCO LIFE INSURANCE COMPANY c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $18,600,000 $0 (1) All payments on or with respect account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86192 (please do not include spaces) Account Name: Pruco Life Private Placement Each such wire transfer shall set forth the name of the Company, a reference to this Agreement“4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) All other communications: Pruco Life Insurance Company c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in which Notes or any are to be issued: None Tax Identification Number: 00-0000000 Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $1,616,018.10 $0 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86202 (please do not include spaces) Account Name: Pruco Life of New Jersey Private Placement Each such wire transfer shall set forth the name of the Company, a reference to “4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: Pruco Life Insurance Company of New Jersey c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) All other document executed communications: Pruco Life Insurance Company of New Jersey c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in connection herewith or therewithwhich Notes are to be issued: None Tax Identification Number: 00-0000000 Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $1,010,662.40 $0 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No. 000000000 Beneficiary Account Name: North American Beneficiary Account No.: 9009000168 BBI: Account of Prudential for G09966 PRIAC GC PVT Each such wire transfer shall set forth the name of the Company, a reference to “4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: Pru & Co c/o Prudential Investment Management, Inc. Attn: Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (3) All other communications: Prudential Retirement Guaranteed Cost Business Trust c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by ANNEX A-47 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 18(3) 18 or at such other address of which such holder Holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Required Holders. (d) Nothing in this Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against the 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. (e) 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agreesand the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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.. American Assets Trust, L.P. Note Purchase Agreement (c) The Company 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (d) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto 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. -45- American Assets Trust, 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 Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: AMERICAN ASSETS TRUST, INC., its General Partner By: /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By: /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY By: PGIM, Inc., as investment manager By: /s/ PGIM, Inc. American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. 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/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ METROPOLITAN LIFE INSURANCE COMPANY American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. METLIFE INSURANCE COMPANY USA by: Metlife Investment Advisors, LLC, Its Investment Manager METLIFE INSURANCE K.K. by: Metlife Investment Advisors, LLC, Its Investment Manager ERIE FAMILY LIFE INSURANCE COMPANY by: Metlife Investment Advisors, LLC, Its Investment Manager By: /s/ METLIFE INVESTMENT ADVISORS, LLC American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. UNION FIDELITY LIFE INSURANCE COMPANY by: Metlife Investment Advisors, LLC, Its Investment Adviser By: /s/ METLIFE INVESTMENT ADVISORS, LLC -52- American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. COMPANION 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/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. MUTUAL OF OMAHA INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. UNITED OF OMAHA 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/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. -53-

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor 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 Agreement, the Notes, the Collateral Agency Agreement or the NotesMortgage. To the fullest extent permitted by applicable law, the Company each 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 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) The Company agrees, Each Obligor consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a23.3(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 such Obligor at its address specified in Section 18(3) 19 or at such other address of which such holder you shall then have been notified pursuant to said Section. The Company Each Obligor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itsuch Obligor. 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. (dc) Nothing in this Section 22.8 23.3 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 either or both of the Company 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. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementEACH OBLIGOR 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 therewithTHE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agreesand the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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.. American Assets Trust, L.P. Note Purchase Agreement (c) The Company 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (d) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto 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. American Assets Trust, 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 Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: American Assets Trust, Inc., its General Partner By /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By PGIM, Inc., as investment manager By /s/ PGIM, Inc. PRUCO LIFE INSURANCE COMPANY By /s/ PRUCO LIFE INSURANCE COMPANY American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By /s/ AIG Asset Management (U.S.), LLC American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. KNIGHTS OF COLUMBUS By: /s/ KNIGHTS OF COLUMBUS American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PACIFIC LIFE INSURANCE COMPANY By: /s/ PACIFIC LIFE INSURANCE COMPANY By /s/ PACIFIC LIFE INSURANCE COMPANY

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of -41- Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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.. -42- 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, STERICYCLE, INC. By Name: Xxxxx X.X. ten Brink Title: Executive Vice President and Chief Financial Officer -43- Accepted as of the date first written above. [signatures of purchasers omitted; see Schedule A for names and addresses of purchasers and principal amount of notes to be purchased] -44- Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 A B $34,000,000 $5,000,000 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company 1095 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000-0000 A $11,000,000 A-2 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Union Fidelity Life Insurance Company c/o Xxxx Xxxxxx 0000 Xxxxxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxx 00000 B $15,000,000 A-3 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Allstate Life Insurance Company c/o Allstate Investments LLC Attention: Private Placements Department 0000 Xxxxxxx Xxxx, STE G3A Northbrook, Illinois 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 A A A A B B $5,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $3,000,000 A-4 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Allstate Life Insurance Company of New York c/o Allstate Investments LLC Attention: Private Placements Department 0000 Xxxxxxx Xxxx, STE G3A Northbrook, Illinois 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 A A B $5,000,000 $2,000,000 $5,000,000 A-5 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased American Heritage Life Insurance Company c/o Allstate Investments LLC Attention: Private Placements Department 0000 Xxxxxxx Xxxx, STE G3A Northbrook, Illinois 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 A B $3,000,000 $2,000,000 A-6 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 208 New York, New York 10010-1603 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Facsimile Number: (000) 000-0000 A B $11,200,000 $11,200,000 A-7 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 208 New York, New York 10010-1603 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Facsimile Number: (000) 000-0000 A B $7,500,000 $7,500,000 A-8 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 208 New York, New York 10010-1603 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Fax Number: (000) 000-0000 A B $500,000 $500,000 A-9 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Forethought Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Facsimile Number: (000) 000-0000 A B $800,000 $800,000 A-10 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Hartford Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B B B $5,000,000 $5,000,000 $5,000,000 A-11 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Hartford Life and Accident Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B B B $5,000,000 $5,000,000 $2,000,000 A-12 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Hartford Fire Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B $4,000,000 A-13 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Physicians Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B $1,200,000 A-14 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Physicians Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B $800,000 A-15 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Nationwide Life Insurance Company Xxx Xxxxxxxxxx Xxxxx (0-00-000) Xxxxxxxx, Xxxx 00000-0000 Attention: Nationwide Investments - Private Placements E-Mail: xxxxxxx@xxxxxxxxxx.xxx A B $15,000,000 $5,000,000 A-16 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Nationwide Life and Annuity Insurance Company Xxx Xxxxxxxxxx Xxxxx (0-00-000) Xxxxxxxx, Xxxx 00000-0000 Attention: Nationwide Investments - Private Placements E-Mail: xxxxxxx@xxxxxxxxxx.xxx B $10,000,000 A-17 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division A B $10,500,000 $14,550,000 A-18 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased C.M. Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division A B $1,500,000 $1,450,000 A-19 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased RiverSource Life Insurance Company (942) c/o Columbia Management Investment Advisers, LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Fixed Income Investment Department - Private Placements Telephone: (000) 000-0000 Facsimile: (000) 000-0000 A $20,000,000 A-20 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased RiverSource Life Insurance Company (944) c/o Columbia Management Investment Advisers, LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Fixed Income Investment Department - Private Placements Telephone: (000) 000-0000 Facsimile: (000) 000-0000 A $5,000,000 A-21 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Thrivent Financial for Lutherans 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Investment Division-Private Placements Fax Number: (000) 000-0000 B B B B $5,000,000 $5,000,000 $5,000,000 $3,000,000 A-22 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 00-000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Fixed Income Private Placements Private Placement Facsimile: (000) 000-0000 A B $5,000,000 $6,000,000 A-23 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 00-000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Fixed Income Private Placements Private Placement Facsimile: (000) 000-0000 A B $3,000,000 $4,000,000 A-24 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Securities Department Fax Number: (000) 000-0000 Email: xxxxxxxxxxxxx@xxxxxxxxxxxx.xxx B $16,000,000 A-25 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Xxxxxxx National Life Insurance Company Xxx Xxxxxxxxx Xxx Xxxxxxx, Xxxxxxxx 00000 B $15,000,000 A-26 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Allianz Life Insurance Company of North America c/o Allianz of America, Inc. Attention: Private Placements 00 Xxxxxx Xxxxx Xxxx P. O. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Phone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxx.xxxxxx@xxxx.xxx A B $7,000,000 $8,000,000 A-27 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased MONY Life Insurance Company c/o AXA Equitable Life Insurance Company 1290 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxx Treasurer’s Department Telephone Number: (000) 000-0000 B $4,000,000 A-28 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased AXA Equitable Life Insurance Company 1290 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxx Telephone Number: (000) 000-0000 B $10,000,000 A-29 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased CUNA Mutual Insurance Society c/o MEMBERS Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxxxxx 00000-0000 Attention: Private Placements Phone: (000) 000-0000 Telefacsimile: (000) 000-0000 Email: xx-xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx A B $3,000,000 $3,000,000 A-30 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Southern Farm Bureau Life Insurance Company 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Mississippi 39213 Attention: Investment Department A B $3,000,000 $3,000,000 A-31 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Phoenix Life Insurance Company c/x Xxxxxxx Capital Advisers One American Row Private Placement Department, H-GW1 Xxxxxxxx, Xxxxxxxxxxx 00000 A $3,000,000 A-32 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Phoenix Life Insurance Company c/x Xxxxxxx Capital Advisers One American Row Private Placement Department, H-GW1 Xxxxxxxx, Xxxxxxxxxxx 00000 A $1,000,000 A-33 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased PHL Variable Insurance Company c/x Xxxxxxx Capital Advisers One American Row Private Placement Department, H-GW1 Xxxxxxxx, Xxxxxxxxxxx 00000 A $1,000,000 A-34 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Modern Woodmen of America 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxxx 00000 Attention: Investment Department xxxxxxxxxxx@xxxxxx-xxxxxxx.xxx Facsimile: (000) 000-0000 B $5,000,000 A-35 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased United of Omaha Life Insurance Company Mutual of Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Attention: 4-Investment Accounting B $2,000,000 A-36 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Companion Life Insurance Company c/o Mutual of Omaha Insurance Company Mutual of Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Attention: 4 – Investment Loan Administration B $2,000,000 A-37 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Mutual of Omaha Insurance Company Mutual of Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Attention: 4-Investment Loan Administration B $1,000,000 A-38 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Woodmen of the World Life Insurance Society 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 Attention: Securities Department B $4,000,000 A-39 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Knights of Columbus Xxx Xxxxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxxx 00000-0000 Attention: Investment Department, 00xx Xxxxx X $3,000,000 A-40 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Physicians Insurance A Mutual Company 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxx Xxxxxxx A $1,000,000 A-41 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Seabright Insurance Company Century Square 0000 0xx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxx A $1,000,000 A-42 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Country Life Insurance Company 0000 Xxxxx Xxxxxxx Xxxxxx Bloomington, Illinois 61702 Attention: Investments Telephone: (000) 000-0000 Facsimile: (000) 000-0000 B $2,000,000 A-43

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each party hereto irrevocably submits for itself and its property 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 or the Notes. To the fullest extent permitted by applicable law, the Company each 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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.. ITT Holdings LLC Note Purchase Agreement (dc) Nothing in this Section 22.8 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 in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) 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.. ITT Holdings LLC 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, ITT Holdings LLC By Name: Title: By Name: Title: ITT Holdings LLC Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. REDACTED

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Borrower 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 or the Notes. To the fullest extent permitted by applicable law, the Company Borrower 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 Borrower 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Borrower agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 Borrower in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE 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 therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Parent and the Issuer 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 Agreement Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, the Company 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding Each of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive Parent 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 Issuer 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 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company Each of the Parent and the Issuer agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 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 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. (ed) The parties hereto hereby waive trial by jury 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 any action brought agreement with the foregoing, please sign the form of agreement on or with respect a counterpart of this Agreement and return it to the Issuer, whereupon this AgreementAgreement shall become a binding agreement between you 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 X. Xxxxx Name: Xxxxxxx X. Xxxxx Title:Vice President STAG INDUSTRIAL, INC., a Maryland corporation By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Chief Operating Officer accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director LINCOLN BENEFIT LIFE COMPANY By MetLife Investment Advisors, LLC, Its Investment Manager By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director accepted and agreed to as of the date hereof. NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxx Xxxxx Name: Xxxx Xxxx Xxxxx Title: Authorized Signatory accepted and agreed to as of the date hereof. AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer accepted and agreed to as of the date hereof. AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory accepted and agreed to as of the date hereof. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager, Investments accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the Notes. To the fullest extent permitted by applicable law, the 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.. Tortoise North American Energy Corporation Master Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 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 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. (ed) 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. Tortoise North American Energy Corporation Master 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, Tortoise North American Energy Corporation By:____________________________ Name: Its: Tortoise North American Energy Corporation Master Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. By Name: Title: By Name: Title: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: ABA No.: DDA: Attention: Account Name: Account No.: RE: Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 All wire transfers are to be accompanied by the PPN and the source and the principal and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: All other notices and correspondence, including notices of non-routine payments, should be sent as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: Securities to be delivered to: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: ABA No.: DDA: Attention: Account Name: Account No.: RE: Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 All wire transfers are to be accompanied by the PPN and the source and the principal and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: All other notices and correspondence, including notices of non-routine payments, should be sent as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: Securities to be delivered to: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: ABA No. DDA: Attention: Account Name: Account No.: RE: Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 All wire transfers are to be accompanied by the PPN and the source and the principal and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: All other notices and correspondence, including notices of non-routine payments, should be sent as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: Securities to be delivered to: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 and/or Tortoise North American Energy Corporation, 6.23% Senior Notes, Series C, due June 17, 2015, PPN 89147T A@2, principal, premium or interest”) to: ABA

Jurisdiction and Process; Waiver of Jury Trial. (a) 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 Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the 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) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(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 by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(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 18(3) 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) 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. (dc) Nothing in this Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against the 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.. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes MRP Shares or any other document executed in connection herewith or therewith.. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities 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, Tortoise Pipeline & Energy Fund, Inc. By /s/ P. Xxxxxxx Xxxxx Name: P. Xxxxxxx Xxxxx Its: Chief Financial Officer Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Massachusetts Mutual Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director C.M. Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director MassMutual Asia Limited By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Phoenix Life Insurance Company By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President