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

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor 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 this Section 10 brought in any such court shall be conclusive and binding upon the Guarantor subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which the Guarantor is or may be subject) by a suit upon such judgment. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section 10 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor 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 this Section 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (c) Nothing in this Section 10 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH. Section 22.8.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee AgreementGuaranty. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you the Obligees shall then have been notified pursuant to said SectionSection 7. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable internationally recognized courier or overnight delivery service. Nothing in this Section 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 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 THE THIS GUARANTEE AGREEMENT GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any (d) The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Guarantor be, and may be enforced in the courts of any appropriate jurisdiction the United States of America or to enforce in any lawful manner a judgment obtained in one jurisdiction in the State of New York (or any other jurisdictioncourts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not -51- 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 Guarantor 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 this 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 the Guarantor it at its address specified in Section 7 18(3) or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (c) Nothing in this Section 10 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT (d) 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- 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, XXXXXXX-XXXXXX INTERNATIONAL INC. By: /s/ Xxxx X. Xxxxxxxx Its: Treasurer Signature Page to Note Purchase Agreement Accepted as of the date first written above. METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY USA By: Metropolitan Life Insurance Company, its Investment Manager OMI MLIC INVESTMENTS LIMITED By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X. Xxxxx Its: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, its Investment Adviser By: /s/ Xxxxxxx X. Xxxxxxx Its: Managing Director Signature Page to Note Purchase Agreement INFORMATION RELATING TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.PURCHASERS Name and Address of Purchaser Principal Amount of Notes to be Purchased METROPOLITAN LIFE INSURANCE COMPANY 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 €56,100,000.00

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 23.8(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 a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, to or delivering a copy thereof in the Guarantor at its address manner for delivery of notices specified in Section 7 or at such other address 19, to the Process Agent, as its agent for the purpose of which you shall then have been notified pursuant to said Sectionaccepting service of any process in the United States. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed 53 received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (d) Nothing in this Section 10 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor 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 Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor Each Constituent Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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. The Guarantor consents Each Constituent Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 23.7(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 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. 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 23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 19 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Each Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 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 Guarantor a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.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 Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. ​ ​ ​ ​ Very truly yours, ​ ​ ​ ​ ​ Sunstone Hotel Partnership, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Its ​ ​ ​ ​ ​ ​ Sunstone Hotel Partnership, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Its ​ ​ ​ ​ ​ This Agreement is hereby accepted and agreed to as of the date hereof. [Add Purchaser Signature Blocks] ​ ​

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes or any other Financing Document. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (d) Nothing in this Section 10 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES, ANY OTHER FINANCING DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITHHEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any (d) The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Guarantor be, and may be enforced in the courts of any appropriate jurisdiction the United States of America or to enforce in any lawful manner a judgment obtained in one jurisdiction in the State of New York (or any other jurisdictioncourts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. (f) Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21.6 as though it were a party to this Agreement. [SIGNATURE PAGES FOLLOW] 24 AmericasActive:13347863.5 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, ATLANTIC CITY ELECTRIC COMPANY By /S/ Name: Xxxxxxxxx Xxxxxx Title: Assistant Treasurer AmericasActive:13347863.5 The foregoing is hereby agreed to as of the date thereof. [PURCHASER] By _______________________________________ Name: Title: AmericasActive:13347863.5 SCHEDULE A INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED AmericasActive:13347863.5

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (ib) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 22.6 shall affect the right of the Company or any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Notes Bonds may have to bring proceedings against the Guarantor other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.(c) The Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of The foregoing is hereby agreed to as of the date thereof. BANNER LIFE INSURANCE COMPANY By Legal & General Investment Management America, Inc., as Investment Manager By _______________________________________ Name: Title: Xxxxxx Xxxx Head of US Private Placements The foregoing is hereby agreed to as of the date thereof. COBANK, ACB By _______________________________________ Name: Title: Assistant Corporate Secretary Xxxxx X Xxxxxx The foregoing is hereby agreed to as of the date thereof. LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED By Legal & General Investment Management, Inc., as Investment Manager By _______________________________________ Name: Title: Xxxxxx Xxxx Head of US Private Placements The foregoing is hereby agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By _______________________________________ Name: Xxxxx X. Xxxxxxxx Title: Sr. Portfolio Manager, Private Placements By _______________________________________ Name: Xxxxxxxxxxx X. Xxxxxx Title: Director of Investments The foregoing is hereby agreed to as of the date thereof. NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By _______________________________________ Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (d) Nothing in this Section 10 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. * * * * * UNITED FIRE GROUP, INC. NOTE PURCHASE AGREEMENT If you are in agreement with the foregoing, please sign the fonn 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, UNITED FIRE GROUP, INC. [Signature Page to Note Purchase Agreement] By: _/s/ Xxxx Xxxxxx_______________ Name: Xxxx Xxxxxx___________ Title: Chief Financial Officer_________________ UNITED FIRE GROUP, INC. NOTE PURCHASE AGREEMENT [SIGNATURE PAGE] This Agreement is hereby accepted and agreed to as of the date thereof. ASPIDA LIFE INSURANCE COMPANY By: Ares Insurance Solutions LLC, its investment manager By: Ares Alternative Credit Management LLC, its sub-advisor By: _/s/ Xxxxxx X. Xxxxxxx III_______________ Name: Xxxxxx X. Xxxxxxx III___________ Title: Authorized Signatory_________________ UNITED FIRE GROUP, INC. NOTE PURCHASE AGREEMENT [SIGNATURE PAGE] This Agreement is hereby accepted and agreed to as of the date thereof. ASPIDA LIFE RE LTD. By: Ares Insurance Solutions LLC, as manager By: Ares Alternative Credit Management LLC, its sub-advisor By: _/s/ Xxxxxx X. Xxxxxxx III__________ Name: Xxxxxx X. Xxxxxxx III___________ Title: Authorized Signatory _______________ UNITED FIRE GROUP, INC. NOTE PURCHASE AGREEMENT [SIGNATURE PAGE] This Agreement is hereby accepted and agreed to as of the date thereof. UNIVERSAL LIFE INSURANCE COMPANY By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: _/s/ Xxxxxx X. Xxxxxxx III______________ Name: Xxxxxx X. Xxxxxxx III___________ Title: Authorized Signatory_______________ UNITED FIRE GROUP, INC. NOTE PURCHASE AGREEMENT [SIGNATURE PAGE] This Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN ATLANTIC RE INC. By: Aspida Life Re Ltd., its investment manager By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Xxxxxx X. Xxxxxxx III______________ Name: Xxxxxx X. Xxxxxxx III____________ Title: Authorized Signatory _______________ UNITED FIRE GROUP, INC. This Agreement is hereby accepted and agreed to as of the date thereof. NOTE PURCHASE AGREEMENT AMERICAN REPUBLIC INSURANCE COMPANY [SIGNATURE PAGE] By: _/s/ Xxxxx X. Xxxxx______________ Name: Xxxxx X. Xxxxx_____________ Title: President and Chief Executive Officer ___ UNITED FIRE GROUP, INC. This Agreement is hereby accepted and agreed to as of the date thereof. NOTE PURCHASE AGREEMENT ILLINOIS CASUALTY COMPANY [SIGNATURE PAGE] By: _/s/ Xxxxxxx Xxxxx______________ Name:_Xxxxxxx Xxxxx____________ Title: Chief Financial Officer _______________

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any (d) The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Guarantor be, and may be enforced in the courts of any appropriate jurisdiction the United States of America or to enforce in any lawful manner a judgment obtained in one jurisdiction in the State of New York (or any other jurisdictioncourts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. (f) Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21.6 as though it were a party to this Agreement. [SIGNATURE PAGES FOLLOW]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (d) Nothing in this Section 10 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. * * * * * Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. METROPOLITAN LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager METLIFE INSURANCE K.K. by MetLife Investment Management, LLC, its investment manager METROPOLITAN TOWER LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory MISSOURI REINSURANCE, INC. by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory AMERICAN FIDELITY ASSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory BRIGHTHOUSE LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager By: ______________________________________ Name: Xxxxxx Xx Title: Authorized Signatory Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By: ______________________________________ Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA LIFE (BERMUDA) LTD By: AEGON USA Investment Management, LLC, its investment manager By: ______________________________________ Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. EQUITABLE FINANCIAL LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxx Xxxx Title: Investment Officer DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY By: AllianceBernstein, LP, its Investment Advisor By: ______________________________________ Name: Xxx Xxxx Title: Senior Vice President DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. HORIZON HEALTHCARE SERVICES, INC D/B/A HORIZON BLUE CROSS BLUE SHIELD OF NEW JERSEY By: AllianceBernstein, LP, its Investment Advisor By: ______________________________________ Name: Xxx Xxxx Title: Senior Vice President DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. NEW YORK STATE INSURANCE FUND By: AllianceBernstein, LP, its Investment Advisor By: ______________________________________ Name: Xxx Xxxx Title: Senior Vice President DocuSign Envelope ID: 0ED57C2E-CA44-4D9D-B6F4-CBD2D53FA7D5 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. NEW YORK LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxxx X. Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: ______________________________________ Name: Xxxx X. Xxxxxxx Title: Director THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE By: New York Life Insurance Company, its attorney-in-fact By: ______________________________________ Name: Xxxx X. Xxxxxxx Title: Director DocuSign Envelope ID: 084AE56E-9A58-4ECC-911F-FA1A2A820907 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: ______________________________________ Name: 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: ______________________________________ Name: Title: Managing Director Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: ______________________________________ Name: Xxxxx Xxxxx Title: Senior Director CSAA INSURANCE EXCHANGE By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: ______________________________________ Name: Xxxxx Xxxxx Title: Senior Director Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President PHYSICIANS MUTUAL INSURANCE COMPANY By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President PRUCO LIFE INSURANCE COMPANY By: PGIM, Inc., as investment manager By:___________________________________ Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. FARMERS INSURANCE EXCHANGE By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President MID CENTURY INSURANCE COMPANY By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By:___________________________________ Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. THRIVENT FINANCIAL FOR LUTHERANS By: ______________________________________ Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director DocuSign Envelope ID: BEA5C4E3-2998-426C-989F-159DFF22B347 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. SECURITY LIFE OF DENVER INSURANCE COMPANY CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY VOYA PENSION COMMITTEE ON BEHALF OF THE VOYA RETIREMENT PLAN STANDARD GUARANTY INSURANCE COMPANY AMERICAN SECURITY INSURANCE COMPANY CONSUMER PROGRAM ADMINISTRATORS, INC. UNITED SERVICE PROTECTION CORPORATION VIRGINIA SURETY COMPANY, INC. AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA FEDERAL WARRANTY SERVICE CORPORATION BRIGHTHOUSE LIFE INSURANCE COMPANY STARR INDEMNITY & LIABILITY COMPANY SELECTIVE WAY INSURANCE COMPANY XXXXXX XXXX LIFE INSURANCE COMPANY CAREFIRST OF MARYLAND, INC. GROUP HOSPITALIZATION AND MEDICAL SERVICES, INC. MUTUAL OF AMERICA LIFE INSURANCE COMPANY METROPOLITAN LIFE INSURANCE COMPANY By: Voya Investment Management Co. LLC, as Agent By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY By: Voya Investment Management LLC, as Agent By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President VOYA PRIVATE CREDIT TRUST FUND VOYA PRIVATE CREDIT TRUST FUND- XXXXXXX SACHS By: Voya Investment Trust Co., as Trustee By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President NN LIFE INSURANCE COMPANY LTD. By: Voya Investment Management LLC, as Attorney in fact By: _____________________________________ Name: Xxxxxx Xxxxx Title: Senior Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: ______________________________________ Name: Xxxx Xxxxxxx Title: Managing Director BRIGHTHOUSE LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: ______________________________________ Name: Xxxx Xxxxxxx Title: Managing Director Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. STATE FARM LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: ______________________________________ Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: ______________________________________ Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: ______________________________________ Name: Xxxxxxx X. Xxxx Title: Investment Professional  
 

        Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK By: ______________________________________ Name: Xxxxx Xxxxxxxx Title: Assistant Vice President, Investments Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By ____________________________________ Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory DocuSign Envelope ID: 61ED324E-A408-4BFE-A457-2C234CD822B8 Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: ______________________________________ Name: Title: Xxxxxxxxxx Xxxx Assistant Vice President Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: ______________________________________ Name: Title: By: ______________________________________ Name: Title: Xxxx Xxxxxxx Apr CDT Xxxx Xxxxxxx Co n el Wei erh Chen Apr 5 2022 06 5 CDT Wei-e h Xxxx Xxx erh Xxxx Co n el Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: Name: Xxxx X. Xxxxxxx Title: Managing Director HEALTHSPRING LIFE & HEALTH INSURANCE COMPANY, INC. By: Cigna Investments, Inc. (authorized agent) By: Name: Xxxx X. Xxxxxxx Title: Managing Director Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: ______________________________________ Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Regal Rexnord Corporation Note Purchase Agreement Accepted as of the date first written above. UNITED OF OMAHA LIFE INSURANCE COMPANY By: ______________________________________ Name: Xxxxxx X. Xxxxx Title: Head of Private Placements

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) 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 Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable lawApplicable Law, the Guarantor 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. The Guarantor (b) 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 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (c) Nothing in this Section 10 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 [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 bring proceedings against the Guarantor in Issuer, whereupon this Agreement shall become a binding agreement between you and the courts 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 accepted and agreed to as of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionthe date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE GUARANTOR WAIVES TRIAL BY JURY UNITED STATES LIFE INSURANCE COMPANY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.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, 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. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you the Obligees shall then have been notified pursuant to said SectionSection or to the Issuer, as Exhibit 1.2-5 its agent for the purpose of accepting service of any process in the United States, at the Issuer's address specified in Section 20 of the Note Agreement. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 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 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.

Jurisdiction and Process; Waiver of Jury Trial. The (a) Each Subsidiary Guarantor irrevocably submits to the non-exclusive in personam jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementGuarantee, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the 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. The (b) Each Subsidiary Guarantor 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 12(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) Each Subsidiary Guarantor consents to process being served in any suit, action or proceeding solely of the nature referred to in this Section 12(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, to or delivering a copy thereof in the Guarantor at its address manner for delivery of notices specified in Section 7 or at such other address of which you shall then have been notified pursuant 11, to said Sectionit. The Each Subsidiary Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.presumed

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any (d) The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Guarantor be, and may be enforced in the courts of any appropriate jurisdiction the United States of America or to enforce in any lawful manner a judgment obtained in one jurisdiction in the State of New York (or any other jurisdictioncourts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (e) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. (f) Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21.6 as though it were a party to this Agreement. [SIGNATURE PAGES FOLLOW] 24 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, POTOMAC ELECTRIC POWER COMPANY By _______________________________________ Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing is hereby agreed to as of the date thereof. [PURCHASER] By _______________________________________ Name: Title: SCHEDULE A INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, any Supplement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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. The Guarantor 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 this 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 the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, any Supplement, the Notes or any other document executed in connection herewith or therewith. * * * * * The execution hereof by the Purchasers shall constitute a contract among the Company and Purchasers for the uses and purposes hereinabove set forth. Very truly yours, MCG Capital Corporation By /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Chief Financial Officer The foregoing is hereby accepted and agreed to as of the date thereof. Nationwide Life Insurance Company By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory The foregoing is hereby accepted and agreed to as of the date thereof. The Guardian Life Insurance Company of America By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director The foregoing is hereby accepted and agreed to as of the date thereof. The Guardian Insurance & Annuity Company, Inc. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Defined Terms As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) 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 Guarantee Agreement or any other Financing Agreement. To the fullest extent permitted by applicable law, the Guarantor 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. The Guarantor consents (b) Each Obligor agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 24.8(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) Each Obligor consents to process being served by or on behalf of the Issuing Bank in any suit, action or proceeding of the nature referred to in Section 24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, to or delivering a copy thereof in the Guarantor at its address manner for delivery of notices specified in Section 7 or at such other address 19, to Corporation Service Company, as its agent for the purpose of which you shall then have been notified pursuant to said Sectionaccepting service of any process in the United States. The Guarantor Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (d) Nothing in this Section 10 24.8 shall affect the right of any holder of a Note the Issuing Bank to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Issuing Bank may have to bring proceedings against the Guarantor an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) Each Obligor hereby irrevocably appoints Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. 67 UTi Worldwide Inc. Letter of Credit Agreement

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 22.7(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 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 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (d) Nothing in this Section 10 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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. * * * * * -44-

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you Obligee shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 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 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.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any (d) The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Guarantor be, and may be enforced in the courts of any appropriate jurisdiction the United States of America or to enforce in any lawful manner a judgment obtained in one jurisdiction in the State of New York (or any other jurisdictioncourts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. 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.24

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each party to this Subsidiary Guaranty Agreement hereby irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementSubsidiary Guaranty Agreement or the Notes; provided that if no such federal court has jurisdiction to accept such suit, action or proceeding, then each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan, The City of New York. To the fullest extent permitted by applicable law, the Guarantor each party to this Subsidiary Guaranty Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the 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. The (b) [Each][The] Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in this Section 15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 14 or at such other address of which you such holder shall then have been notified pursuant to said SectionSection 14. The [Each][The] Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (c) Nothing in this Section 10 15.6 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 [any][the] Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR WAIVES GUARANTOR[S] AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE SUBSIDIARY GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you the Obligees shall then have been notified pursuant to said SectionSection or to the Issuer, as its agent for the purpose of accepting service of any process in the United States, at the Issuer's address specified in Section 20 of the Note Agreements. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 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 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.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) 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 Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable lawApplicable Law, the Guarantor 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. The Guarantor (b) 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 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid70 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return receipt requested, it to the Guarantor at its address specified in Section 7 or at such other address of which Issuer, whereupon this Agreement shall become a binding agreement between you shall then have been notified pursuant 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 71 This Agreement is hereby accepted and agreed to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictiondate hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE GUARANTOR WAIVES TRIAL BY JURY UNITED STATES LIFE INSURANCE COMPANY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.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, PA 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. The Guarantor (i) Each Issuer Party irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, the Guarantor each Issuer Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the 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. The Guarantor consents (ii) Each Issuer Party agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 10(e)(i) 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. (iii) Each Issuer Party consents to process being served by or on behalf of any Investor in any suit, action or proceeding by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 10(i) or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Each Issuer Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.43 Doc#: US1:18443691v1

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (i) Each Issuer Party irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, the Guarantor each Issuer Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the 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. The Guarantor consents (ii) Each Issuer Party agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 10(e)(i) 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. (iii) Each Issuer Party consents to process being served by or on behalf of any Investor in any suit, action or proceeding by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 10(i) or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Each Issuer Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (iv) Nothing in this Section 10 10(e) shall affect the right of any holder of a Note Investor, Collateral Agent or Notes Agent to serve process in any manner permitted by law, or limit any right that the holders of any of the Investors, Collateral Agent or Notes Agent may have to bring proceedings against the Guarantor any Issuer 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. (v) EACH PARTY HERETO HEREBY WAIVES, TO THE GUARANTOR WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BROUGHT ON LITIGATION DIRECTLY OR WITH RESPECT TO INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.TRANSACTION DOCUMENT. EACH PARTY

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor 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 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. The Guarantor 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 this 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 the Guarantor it at its address specified in Section 7 18 or at such other address of which you such holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.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 Company and Purchasers for the uses and purposes hereinabove set forth. Very truly yours, MCG Capital Corporation By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President The foregoing is hereby accepted and agreed to as of the date thereof. [Variation] By: Name: Title:

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Notes Financing Documents. To the fullest extent permitted by applicable law, the Guarantor 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 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. The Guarantor consents Company agrees, to process being served the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this Section 23.8(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. The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, to or delivering a copy thereof in the Guarantor at its address manner for delivery of notices specified in Section 7 or at such other address 19 to CT Corporation, as its agent for the purpose of which you shall then have been notified pursuant to said Sectionaccepting service of any process in New York. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor 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. The Company hereby appoints CT Corporation, having its offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as at the date hereof, to receive for it, and on its behalf, service of process in any suit, action or proceeding brought in any federal or state court located in New York. THE GUARANTOR WAIVES PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.HEREWITH OR THEREWITH. Obligation to Make Payment in Dollars Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in New York, New York, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the Business Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. * * * * * 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, AEROSTAR AIRPORT HOLDINGS, LLC By /s/ Xxxxx Tasugi Name: Xxxxx Tasugi Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. BANKERS LIFE AND CASUALTY COMPANY as Purchaser By: 40½86 Advisors, Inc. acting as Investment Advisor By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee AgreementGuaranty. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you the Obligees shall then have been notified pursuant to said SectionSection 7. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable internationally recognized courier or overnight delivery service. Nothing in this Section 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 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 GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor (a) Each of the Company and each holder of a Bond irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, but excluding the Bonds or the other Bond Documents. To the fullest extent permitted by applicable law, each of the Guarantor Company and each holder of a Bond 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) Nothing in this Section 22.6 shall affect the right of the Company or any holder of a Bond to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the Bonds may have to bring proceedings against the other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) The Guarantor Company consents to process being served by or on behalf of any holder of Bonds, and each holder of a Bond consents to process being served by or on behalf of the Company, in any suit, action or proceeding of the nature referred to in this Section 22.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 18 or at such other address of which you such Person shall then have been notified pursuant to said Section. The Guarantor Company and each holder of a Bond agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 shall affect the right of any (d) The Company and each holder of a Note Bond agrees, to serve process the fullest extent permitted by applicable law, that a final judgment in any manner permitted by lawsuit, action or limit any right that the holders of any proceeding of the Notes nature referred to in Section 22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may have to bring proceedings against the Guarantor be, and may be enforced 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.the United

Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementAgreement or the Bonds. To the fullest extent permitted by applicable law, the Guarantor 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 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 Guarantor Company consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred to in this Section 21.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to the Guarantor it at its address specified in Section 7 17 or at such other address of which you such Holder shall then have been notified pursuant to said Section. The Guarantor Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed to be received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (c) Nothing in this Section 10 21.7 shall affect the right of any holder Holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes Bonds may have to bring proceedings against the Guarantor Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Bonds or any other document executed in connection herewith or therewith. Section 21.8. Transaction References. Provided that in no circumstance may the interest rate of 3.20% per annum be disclosed, the Company agrees that PGIM, Inc. (“PGIM”) may refer to the issuance of the Bonds in a published tombstone announcement, on its website or in marketing presentations, referring to PGIM’s role in originating the purchase of the Bonds so long as the information therein as to the Company is limited to identifying the Company, the aggregate The Dayton Power and Light Company Bond Purchase Agreement 35 principal amount and issue date (including the month and year of issuance) of the Bonds and displaying the Company’s corporate logo. * * * * * The Dayton Power and Light Company Bond Purchase Agreement Accepted as of the date first written above. 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.PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY By: PGIM, Inc., as investment manager By: Vice President PENSIONSKASSE DES BUNDES PUBLICA By: PGIM Private Capital Limited, as Investment Manager By: Director PRUDENTIAL TERM REINSURANCE COMPANY By: PGIM, Inc., as investment manager By: Vice President PRUCO LIFE INSURANCE COMPANY By: Assistant Vice President

Jurisdiction and Process; Waiver of Jury Trial. (a) The 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 Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, the 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 Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in this Section 14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to the Guarantor it at its address specified in Section 7 13 or at such other address of which you such holder shall then have been notified pursuant to said SectionSection 13. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. (c) Nothing in this Section 10 14.6 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 Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR WAIVES AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. Section 14.7.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in this Section 14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, [to the Guarantor it at its address specified in Section 7 13 or at such other address of which you such holder shall then have been notified pursuant to said Section. Section 13 / or delivering a copy thereof in the manner for delivery of notices specified in Section 13, to [_____________] (the “Process Agent”), as its agent for the purpose of accepting service of any process in the United States].7 The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 14.6 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 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 hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States.]8 THE GUARANTOR WAIVES AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. Obligation to Make Payment in United States Dollars.

Jurisdiction and Process; Waiver of Jury Trial. The Guarantor i. Each Party irrevocably submits to the non-exclusive in personam jurisdiction of and unconditionally agrees that any New York State or federal court sitting in the Borough of Manhattanlegal action, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee AgreementRelease Agreement brought by any Party shall be brought and determined in the Court of Chancery of the State of Delaware (the “Chancery Court”), provided, that if jurisdiction is not then available in the Chancery Court, then any such legal action, suit, or proceeding may be brought in any federal or state court in New Castle County, the city of Wilmington, Delaware (collectively with the Chancery Court, the “Delaware Courts”), and each Party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding. To Each Party agrees not to commence any proceeding relating to this Release Agreement except in the fullest extent Delaware Courts, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any Delaware Court. Each Party further agrees that, in addition to any other method to serve process permitted by applicable law, notice to the Guarantor addresses set forth below each Party’s signature page hereto (as may be amended) shall constitute sufficient service of process, and each Party further waives any argument that such service is insufficient. Each Party hereby irrevocably waives and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Release Agreement, (A) any claim that it is not personally subject to the in personam jurisdiction of the Delaware Courts for any reason, (B) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, any objection attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise), and (C) that it may now or hereafter have to (1) 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 is brought in an inconvenient forum. The Guarantor consents to process being served in any suit, action or (2) the venue of such proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by lawis improper, or limit any right that (3) this Release Agreement, or the holders of any of the Notes subject matter hereof, may have to bring proceedings against the Guarantor not be enforced 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 HEREWITHby such courts.

Jurisdiction and Process; Waiver of Jury Trial. The ---------------------------------------------- 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 Guarantee Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which you shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service. Nothing in this Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 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.

Jurisdiction and Process; Waiver of Jury Trial. The 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 Guarantee Guaranty Agreement. To the fullest extent permitted by applicable law, the 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. The Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in this Section 14.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, [to the Guarantor it at its address specified in Section 7 13 or at such other address of which you such holder shall then have been notified pursuant to said Section. Section 13 / or delivering a copy thereof in the manner for delivery of notices specified in Section 13, to [ ] (the “Process Agent”), as its agent for the purpose of accepting service of any process in the United States].7 The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantorit. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight reputable commercial delivery service. Nothing in this Section 10 14.6 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 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 hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States.]8 THE GUARANTOR WAIVES AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.