Jurisdiction and Process; Waiver of Jury Trial. (a) The Issuer and the General Partner irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Issuer and the General Partner irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Issuer and the General Partner agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 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. (c) The Issuer and the General Partner consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Issuer and the General Partner agree that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 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 Issuer and/or the General Partner in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager

Appears in 1 contract

Samples: Note and Guaranty Agreement (First Industrial Realty Trust Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Issuer and the General Partner irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Issuer and the General Partner irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Issuer and the General Partner agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 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. (c) The Issuer and the General Partner consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Issuer and the General Partner agree that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 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 Issuer and/or the General Partner in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner ~~By: /s/~~ By /S/ Xxxxx X. Xxxxx ~~Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ Its CFO FIRST INDUSTRIAL REALTY TRUST, INC. ~~By: /s/~~ By /S/ Xxxxx X. Xxxxx ~~Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ Its CFO This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By:~~ Metropolitan Life Insurance Company Metropolitan Tower Life Insurance Company by Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director ~~SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management~~Brighthouse Life Insurance Company by MetLife Investments Advisors, LLC, ~~as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners~~ Its Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS Manager By: /s/ Xxxxxx ~~Xxxxxxxx~~ X. Xxxxxxx Name: Xxxxxx ~~Xxxxxxxx~~ X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President Senior 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~~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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ~~SYMETRA LIFE INSURANCE COMPANY~~ By: ~~Principal Global Investors,~~ Voya Investment Management LLC, ~~a Delaware limited liability company, its authorized signatory~~ as Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx ~~X. Xxxxx, Counsel~~ Xxxxx Title: Vice President By: ~~/s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors,~~ Voya Investment Management Co. LLC, ~~a Delaware limited liability company, its authorized signatory~~ as Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx ~~X. Xxxxx~~Xxxxx Title: Vice President By: Voya Investment Management LLC, ~~Counsel~~ as Attorney in fact By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxxx Xxxxx Name: ~~Xxxxx~~ Xxxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ~~CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director~~ This Agreement is hereby accepted and agreed to as of the date hereof. ~~CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC~~ THRIVENT FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY FOR LUTHERANS By: /s/ Xxxxx ~~X. Xxxxxxxxxxxx~~ Xxxxxxxx Name: Xxxxx ~~X. Xxxxxxxxxxxx~~ Xxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx ~~X. XxXxxxxx~~ Name: Xxxxx X. Xxxxxx Title: Investment Officer GENWORTH LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxx X. ~~XxXxxxxx~~ Xxxxxx Name: Xxxxx X. Xxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. ~~HARTFORD LIFE AND ACCIDENT~~ CATHOLIC UNITED FINANCIAL AMERICAN REPUBLIC INSURANCE COMPANY ~~HARTFORD ACCIDENT~~ BLUE CROSS AND ~~INDEMNITY~~ BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE MINNESOTA LIFE INSURANCE COMPANY ~~HARTFORD~~ WESTERN FRATERNAL LIFE ~~AND ANNUITY~~ ASSOCIATION UNITEDHEALTHCARE INSURANCE COMPANY By: ~~Hartford Investment Management Company Their Agent and Attorney-in-Fact~~ Advantus Capital Management, Inc. By: /s/ ~~Xxxx~~ Xxxxxxx Xxxxxxxx Name: ~~Xxxx~~ Xxxxxxx Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ ~~Xxxxxxx X. Xxxxxx~~ Xxxx Xxxxxxxx Name: ~~Xxxxxxx X. Xxxxxx~~ Xxxx Xxxxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ ~~Xxxxxxx X. Xxxxxx~~ Xxxx Xxxxxxxx Name: ~~Xxxxxxx X. Xxxxxx~~ Xxxx Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ~~Manager~~Manager DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note and Guaranty Agreement (First Industrial Lp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Issuer ~~and the General Partner~~ irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by Retail Properties of America, Inc. Note Purchase Agreement applicable law, the Issuer irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Issuer ~~and the General Partner agree~~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 ~~23.7(a~~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 Issuer ~~and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by ~~registered, certified, priority~~ registered or ~~express~~ certified mail (or any substantially similar form of mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Issuer ~~and the General Partner agree~~ agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 Issuer ~~and/or the General Partner~~ in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE 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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Retail Properties of America, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Issuer, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Issuer. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~RETAIL PROPERTIES OF AMERICA, INC~~. its General Partner~~ ., a Maryland corporation By: /s/ Xxxxx X. ~~Xxxxx~~ Fear Name: Xxxxx X. ~~Xxxxx Its~~Fear Title: Executive Vice President, Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST~~and Treasurer Retail Properties of America, ~~INC~~Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx X. Xxx Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: PGIM, Inc. (as Sub-Adviser) By: /s/ Xxxxx ~~Name~~Xxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: PGIM, Inc. (as Investment Manager) By: /s/ Xxxxx X. Xxx Vice President XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxx ~~Its: Chief Financial Officer~~ Xxx Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY NEW ENGLAND LIFE INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager METLIFE REINSURANCE COMPANY OF CHARLESTON by Metropolitan Life Insurance Company, its Investment Manager GENERAL AMERICAN LIFE INSURANCE COMPANY ~~By:~~ by Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx ~~X.Xxxxx~~ Xxxxx Name: Xxxx X. Xxxxx Title: ~~Senior Vice President and~~ Managing Director METLIFE INSURANCE K.K. ~~By:~~ by MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director ~~UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors~~DEFINED TERMS As used herein, ~~LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of~~ the ~~date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of~~ following terms have the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Retail Properties of America, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Hercules Capital, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner~~ Inc. By: /s/ ~~Xxxxx X.~~ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx ~~X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ General Counsel and Secretary This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan~~ Sun Life ~~Insurance Company, its Investment Manager By:~~ Assurance Company of Canada By /s/ Xxxx ~~X.Xxxxx~~ Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director, Private Fixed Income By /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director, Private Fixed Income Sun Life Hong Kong Limited By /s/ Shiuan Ting van Vuuren Name: Shiuan Ting van Vuuren Title: Chief Investment Officer Sun Life and Health Insurance Company (U.S.) By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. ~~TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By:~~ Sun Life Assurance Company of Canada, acting through its us branch By /s/ Xxxxx ~~X. Xxxxxxx~~ Xxxxxxxx Name: Xxxxx ~~X. Xxxxxxx~~ Xxxxxxxx Title: Managing Director By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. ~~MIDLAND NATIONAL LIFE INSURANCE COMPANY~~ MEMIC Indemnity Company By: ~~Guggenheim Partners Investment Management~~Conning, ~~LLC~~Inc., as ~~investment manager By:~~ Investment Manager By /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxx Title: ~~Senior Managing~~ Director ~~NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE~~ Maine Employers’ Mutual Insurance Company By: ~~Guggenheim Partners Investment Management~~Conning, ~~LLC~~Inc., as ~~investment manager By:~~ Investment Manager By /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxx Title: ~~Senior Managing~~ Director ~~XXXXXX XXXX LIFE INSURANCE COMPANY~~ Illinois Mutual Life Insurance Company By: ~~Guggenheim Partners Investment Management~~Conning, ~~LLC~~Inc., as ~~Advisor By:~~ Investment Manager By /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxx Title: ~~Senior Managing~~ Director ~~WILCO LIFE INSURANCE COMPANY~~ Pekin Life Insurance Company By: ~~Guggenheim Partners Investment Management~~Conning, ~~LLC~~Inc., as ~~Advisor By:~~ Investment Manager By /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ~~THRIVENT FINANCIAL FOR LUTHERANS~~ Kentucky Employers’ Mutual Insurance Authority By: Conning, Inc., as Investment Manager By /s/ ~~Xxxxxx~~ Xxxx Xxxxxxxx Name: ~~Xxxxxx~~ Xxxx Xxxxxxxx Title: ~~Managing~~ Director Pinnacol Assurance By: Conning, Inc., as Investment Manager By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Starr Indemnity & Liability Company By: Conning, Inc., as Investment Manager By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Starr Insurance & Reinsurance Limited By: Conning, Inc., as Investment Manager By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date hereof. ~~NEW YORK LIFE INSURANCE COMPANY~~ The Baltimore Life Insurance Compan By: Conning, Inc., as Investment Manager By /s/ Xxxx ~~Xxxxxxxxxx~~ Xxxxxxxx Name: Xxxx ~~Xxxxxxxxxx~~ Xxxxxxxx Title: ~~Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION~~ Director American Nuclear Insurers By: ~~NYL Investors LLC~~Conning, ~~its~~ Inc., as Investment Manager By: /s/ Xxxx ~~Xxxxxxxxxx~~ Xxxxxxxx Name: Xxxx ~~Xxxxxxxxxx~~ Xxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: Federated Mutual Insurance Compan By /s/ ~~Xxxxxxxx X. Xxxxxxxx~~ Xxxxx Xxxxx Name: ~~Xxxxxxxx X. Xxxxxxxx~~ Xxxxx Xxxxx Title: ~~Vice President~~ Portfolio Manager Federated Life Insurance Company By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Portfolio Manager Federated Service Insurance Company By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Portfolio Manager This Agreement is hereby accepted and agreed to as of the date hereof. ~~AMERICAN UNITED LIFE INSURANCE COMPANY~~ Southern Farm Bureau Life Insurance Company By: /s/ Xxxxx ~~X. Xxxxxxxxxxxx~~ Xxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Senior Portfolio Manager

Appears in 1 contract

Samples: Note Purchase Agreement (Hercules Capital, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Issuer ~~and the General Partner~~ irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, the Issuer irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Issuer ~~and the General Partner agree~~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 ~~23.7(a~~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 Issuer ~~and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by ~~registered, certified, priority~~ registered or ~~express~~ certified mail (or any substantially similar form of mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Issuer ~~and the General Partner agree~~ agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 Issuer ~~and/or the General Partner~~ in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Retail Properties of America, Inc. Note Purchase Agreement (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Retail Properties of America, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Issuer, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Issuer. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~RETAIL PROPERTIES OF AMERICA, INC~~. its General Partner By:~~ ., a Maryland corporation By /s/ Xxxxx X. ~~Xxxxx~~ Xxxxxxxxx Name: Xxxxx X. ~~Xxxxx Its~~Xxxxxxxxx Title: Executive Vice President, Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted~~ and ~~agreed to as~~ Treasurer Retail Properties of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, ~~Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This~~ Inc. Note Purchase Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY ~~By:~~ By /s/ Xxxxxx ~~X. XxXxxxxx~~ Xxxxxxxx Name: Xxxxxx ~~X. XxXxxxxx~~ Xxxxxxxx Title: Investment Officer ~~This~~ Retail Properties of America, Inc. Note Purchase Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE ~~OHIO NATIONAL~~ GUARDIAN LIFE INSURANCE COMPANY ~~By:~~ OF AMERICA By /s/ Xxx Xxxxxxx ~~X. Xxxxxx~~ Name: Xxx Xxxxxxx ~~X. Xxxxxx~~ Title: ~~Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By:~~ Senior Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By /s/ Xxx Xxxxxxx ~~X. Xxxxxx~~ Name: Xxx Xxxxxxx ~~X. Xxxxxx~~ Title: ~~Vice President~~ Senior Director BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Senior Director Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ~~AMERICAN FAMILY~~ CONTINENTAL CASUALTY COMPANY By /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Senior Vice President and Treasurer Approved by Law Dept. By: /s/ LG Date: 4-2-19 Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. MODERN WOODMEN OF AMERICA By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Group Head—Private Placements By /s/ Xxxxx X. Van Name: Xxxxx X. Van Title: Treasurer & Chief Investment Officer Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PENN MUTUAL LIFE INSURANCE COMPANY By: Penn Mutual Asset Management, LLC By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: PGIM, Inc. (as Investment Manager) By /s/ Xxxxx Xxxxxxxxxxx Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: PGIM, Inc. (as Sub-Adviser) By /s/ Xxxxx Xxxxxxxxxxx Vice President BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxx Xxxxxxxxxxx Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ALLIANCE UNITED INSURANCE COMPANY CATHOLIC UNITED FINANCIAL DELTA DENTAL OF MINNESOTA MINNESOTA LIFE INSURANCE COMPANY SECURIAN LIFE INSURANCE COMPANY UNITEDHEALTHCARE INSURANCE COMPANY By: Securian Asset Management, Inc. By /s/ Xxxxxx X. ~~Xxxx~~ Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx ~~X. Xxxx~~ Xxxxxx Title: ~~Fixed Income~~ Senior Portfolio ~~Manager~~Manager Retail Properties of America, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. STATE OF WISCONSIN INVESTMENT BOARD By /s/ Xxxxxxxxxxx X. Xxxxxxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxxxxxx Title: Portfolio Manager DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Retail Properties of America, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Parent irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Accession Agreement, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Parent 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 ~~23.7(a~~6(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 ~~Issuer and the General Partner consent~~ Parent consents to process being served by or on behalf of any holder of ~~Notes~~ a Note in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~6(a) by mailing a copy thereof by ~~registered, certified,~~ registered or certified or priority ~~or express mail (or any substantially similar form of~~ mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, ~~to it at its address~~ or delivering a copy thereof in the manner for delivery of notices specified in Section ~~19 or at such other address~~ 5.2 of ~~which such holder shall then have been notified pursuant~~ the Guarantee Agreement dated as of even date herewith issued in favor of the Obligees, to ~~said Section~~CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The ~~Issuer and the General Partner agree~~ Parent agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Parent in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The ~~parties hereto~~ Parent hereby ~~waive trial by jury in any action brought on or with respect to this Agreement~~irrevocably appoints CT Corporation System, ~~the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing~~000 Xxxxxx Xxxxxx, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxx Xxxx, ~~Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors~~XX 00000, ~~LLC~~to receive for it, ~~a Delaware limited liability company~~and on its behalf, ~~its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx~~service of process in the United States. (f) THE PARENT HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS ACCESSION AGREEMENT, ~~Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx~~THE NOTE PURCHASE AGREEMENT, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerNOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Note Purchase Agreement (Signet Jewelers LTD)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation ~~requested~~requested or on-line tracking service available, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt or on-line confirmation furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President THE ~~BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT~~ NOTES OR ANY OTHER DOCUMENT EXECUTED 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Note Purchase Agreement (StepStone Group Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Company irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Notes or ~~the Notes~~any other Note Document. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the ~~Notes~~ Notes, any other Note Document or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST~~GREEN BRICK PARTNERS, INC. By: /s/ ~~Xxxxx~~ Xxxxxxx X. ~~Xxxxx~~ Xxxxxxxx Name: ~~Xxxxx~~ Xxxxxxx X. ~~Xxxxx Its~~Xxxxxxxx Title: Chief Financial Officer 57960355 -52- This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY~~ Massachusetts Mutual Life Insurance Company By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, Barings LLC, ~~its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its~~ as Investment Adviser By: /s/ ~~C. Xxxxx Xxxxxx~~ Xxxx Xxxxxxx Name: ~~C. Xxxxx Xxxxxx~~ Xxxx Xxxxxxx Title: Managing Director ~~This Agreement is hereby accepted and agreed to as of~~ the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Lincoln national Life Insurance Company By: ~~/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to~~ Barings LLC, as ~~of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent)~~ Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ~~CIGNA LIFE INSURANCE COMPANY OF NEW YORK~~ MUFG Fund Services (Cayman) Limited, acting solely in its capacity as trustee of Bright – III Fund, a sub-fund of Global Private Credit Umbrella Unit Trust1 By: ~~Cigna Investments~~Barings LLC, ~~Inc. (authorized agent)~~ as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as Trustee’s obligations in such capacity will be solely the obligations of the ~~date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA~~Trustee acting on behalf of Bright – III Fund, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and ~~agreed to as~~ that no creditor will have any recourse against any of the ~~date hereof~~Trustee, (or any of its directors, officers or employees) for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with actions taken by the Trustee, with any recourse to the Trustee limited to the assets of Bright – III Fund. ~~AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United~~ Hartford Life and Accident Insurance Company ~~Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life~~ Hartford Fire Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY Navigators Insurance Company By: Hartford Investment Management ~~Company~~ Company, Their ~~Agent and Attorney-in-Fact~~ Investment Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY~~ Xxxxxxx Resolution Life Insurance Company By: Hartford Investment Management Company, Its Investment Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President By: Voya Investment Trust Co., as Trustee By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President By: Voya Investment Management LLC, as Attorney in fact By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President American Republic Insurance Company Blue Cross and Blue Shield of Florida, Inc. Catholic Financial Life Catholic United Financial GBU Financial Life Gleaner Life Insurance Society Minnesota Life Insurance Company New Era Life Insurance Company Securian Life Insurance Company The Cincinnati Insurance Company Trustmark Insurance Company UnitedHealthcare Insurance Company By: Securian Asset Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: ~~Xxxxxxx~~ Xxxxx X. Xxxxxx Title: Vice President ~~OHIO NATIONAL LIFE ASSURANCE CORPORATION~~ By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ ~~Xxxxxxx X.~~ Xxxxxx ~~Name: Xxxxxxx X. Xxxxxx Title:~~ Xxxxx Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY~~ By: /s/ Xxxxxx Xxxxx ~~X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager~~Second Vice President

Appears in 1 contract

Samples: Note Purchase Agreement (Green Brick Partners, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Trust and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Trust and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Trust and the ~~General Partner agree~~Company, ~~to the fullest extent permitted by applicable law~~each for itself, that a final judgment in any suit, action or proceeding of the nature referred to in 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. (c) The Issuer and the General Partner consent 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~~22.8(a) by mailing a copy thereof by ~~registered, certified, priority~~ registered or ~~express~~ certified mail (or any substantially similar form of mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Trust and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Trust or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Trust and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY~~First Potomac Realty Investment Limited Partnership By: ~~FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner~~ First Potomac Realty Trust Its sole general partner By: /s/ ~~Xxxxx~~ Bxxxx X. ~~Xxxxx~~ Xxxx Name: ~~Xxxxx~~ Title: Bxxxx X. ~~Xxxxx Its:~~ Xxxx Executive Vice President and Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST, INC.~~ First Potomac Realty Trust By: /s/ ~~Xxxxx~~ Bxxxx X. ~~Xxxxx~~ Xxxx Name: ~~Xxxxx~~ Title: Bxxxx X. ~~Xxxxx Its:~~ Xxxx Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan~~ Beneficial Life Insurance ~~Company, its Investment Manager~~ Company By: /s/ ~~Xxxx X.Xxxxx~~ Rxxxxx X. Xxxxxx Name: ~~Xxxx~~ Rxxxxx X. ~~Xxxxx~~ Xxxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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 CFO Farm Bureau Life Insurance Company, its attorney-in-fact By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Company Equitrust Life Insurance Company By: /s/ ~~Xxxxx Xxxxx~~ Hxxxxx Xxxx Name: ~~Xxxxx Xxxxx~~ Hxxxxx Xxxx Title: Senior Portfolio Manager Ohio National Life Assurance Corporation By: /s/ Jxx X. Xxxxxx Name: Jxx X. Xxxxxx Title: Vice ~~President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By~~President, Private Placements Pacific Life Insurance Company (Nominee: ~~Cigna Investments, Inc. (authorized agent~~Mac & Co) By: /s/ ~~Xxxx X.~~ Rxxxxx Xxxxxxx Name: ~~Xxxx X.~~ Rxxxxx Xxxxxxx Title: ~~Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent)~~ Assistant Vice President By: /s/ ~~Xxxx X.~~ C.X. Xxxxxxx Name: ~~Xxxx X.~~ C.X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY Assistant Secretary Minnesota Life Insurance Company By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Jxxxxx Xxxxxx Name: ~~Xxxxxxx X.~~ Jxxxxx Xxxxxx Title: Vice President ~~OHIO NATIONAL LIFE ASSURANCE CORPORATION~~ MTL Insurance Company By: Advantus Capital Management, Inc. By: /s/ ~~Xxxxxxx X.~~ Jxxxxx Xxxxxx Name: ~~Xxxxxxx X.~~ Jxxxxx Xxxxxx Title: Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY~~ Security National Life Insurance Company By: Advantus Capital Management, Inc. By: /s/ ~~Xxxxx X. Xxxx~~ Jxxxxx Xxxxxx Name: ~~Xxxxx X. Xxxx~~ Jxxxxx Xxxxxx Title: ~~Fixed Income~~ Vice President United Insurance Company of America By: Advantus Capital Management, Inc. By: /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: Vice President Blue Cross and Blue Shield of Florida, Inc. By: Advantus Capital Management, Inc. By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Vice President The Catholic Aid Association By: Advantus Capital Management, Inc. By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Vice President Farm Bureau Life Insurance Company of Michigan By: Advantus Capital Management, Inc. By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Vice President Fort Dearborn Life Insurance Company By: Advantus Capital Management, Inc. By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Vice President United Life Insurance Company By: /s/ Cxxx Xxxxxxxx Name: Cxxx Xxxxxxxx Title: Analyst Thrivent Financial For Lutherans By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Associate Portfolio ~~Manager~~Manager Schedule B (to Note Purchase Agreement)

Appears in 1 contract

Samples: Note Purchase Agreement (First Potomac Realty Trust)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ undersigned parties irrevocably submit to the non-exclusive jurisdiction of any New York State or federal ~~court~~ court, in each case, sitting in the Borough of Manhattan, ~~The~~ City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, ~~the Issuer~~ each of undersigned parties irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner~~ undersigned parties agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding ~~of the nature referred to in Section 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 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 Issuer and~~ Each of the ~~General Partner consent~~ Credit Parties consents to process being served by or on behalf of ~~any holder of Notes~~ Purchaser in any suit, action or proceeding ~~of the nature referred to in Section 23.7(a)~~ by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 13 or at such other address of which such holder shall then have been notified pursuant to said Section. ~~The Issuer and~~ Each of the ~~General Partner agree~~ Credit Parties agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 16.6 shall affect the right of ~~any holder of a Note~~ Purchaser to serve process in any manner permitted by law, or limit any right that ~~the holders of any of the Notes~~ Purchaser may have to bring proceedings against any of the ~~Issuer and/or the General Partner~~ Credit Parties in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President THE ~~BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT~~ NOTES OR ANY OTHER DOCUMENT EXECUTED 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Note Purchase Agreement (Shift Technologies, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Parent Issuer and the ~~General Partner~~ Company irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or ~~federal~~ Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Parent Issuer and the ~~General Partner~~ Company irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~The~~ Each of the Parent Issuer and the ~~General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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) ~~The~~ Each of the Parent Issuer and the ~~General Partner consent~~ 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~~24.8(a) by mailing a copy thereof by ~~registered, certified, priority~~ registered or ~~express~~ certified mail (or any substantially similar form of mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to Parent Issuer, as its agent for the purpose of accepting service of any process in the United States of America. ~~The~~ Each of the Parent Issuer and the ~~General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Issuer ~~and/or~~ or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (f) The ~~parties hereto~~ Company hereby ~~waive trial by jury~~ irrevocably appoints the Parent Issuer to receive for it, and on its behalf, service of process in ~~any action brought on or with respect to this Agreement,~~ the ~~Notes or any other document executed in connection herewith or therewith~~United States. ~~If you are in agreement with~~ The Parent Issuer hereby irrevocably accepts such appointment for the ~~foregoing, please sign~~ period from the ~~form of agreement on a counterpart of this Agreement and return it~~ Closing Date to the ~~Issuer~~ first anniversary of the maturity of the Series D Notes (and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as payment in full of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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.all fees in respect thereof), 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note Purchase and Guaranty Agreement (Teledyne Technologies Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE 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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~BARINGS BDC, INC. ~~its General Partner By:~~ By /s/ ~~Xxxxx X.~~ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx ~~X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY~~ By: ~~Metropolitan Life Insurance Company, its~~ Barings LLC as Investment ~~Manager By:~~ Adviser By /s/ Xxxx ~~X.Xxxxx~~ Xxxxx IV Name: Xxxx X. Xxxxx ~~Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx~~ IV Title: Managing Director ~~UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors~~As used herein, ~~LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of~~ the ~~date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of~~ following terms have the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Barings BDC, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Guarantor irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any ~~New York~~ Illinois State or federal court sitting in the ~~Borough~~ Northern District of ~~Manhattan, The City of New York~~Illinois, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement, the Note Agreement, the Subsidiary Guaranty Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Guarantor irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~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 ~~23.7(a~~15.7(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~~ Illinois (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 ~~Issuer and the General Partner consent~~ Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~15.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 12 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 15.7 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 ~~Issuer and/or the General Partner~~ Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Guaranty Agreement, the Subsidiary Guaranty Agreement, the Note Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Private Shelf Agreement (Schneider National, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and each of the ~~General Partner~~ Purchasers (collectively, the “Parties”) each irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer and the General Partner~~ Parties irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that ~~it is~~ they are not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner~~ Parties agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner~~ Parties consent to process being served ~~by or on behalf of any holder of Notes~~ in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it them at ~~its~~ their address specified in Section 19 18 or at such other address of which ~~such holder~~ the Parties shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner~~ Parties agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 22.7 shall affect the right of any ~~holder of a Note~~ Party to serve process in any manner permitted by law, or limit any right that the ~~holders of any of the Notes~~ Parties may have to bring proceedings against ~~the Issuer and/or the General Partner~~ each 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. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner~~ CĪON Investment Corporation By: /s/ ~~Xxxxx~~ Mxxxxxx X. ~~Xxxxx~~ Xxxxxxx Name: ~~Xxxxx~~ Mxxxxxx X. ~~Xxxxx Its~~Xxxxxxx Title: Co-Chief ~~Financial~~ Executive Officer ~~FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby~~ accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note Purchase Agreement (CION Investment Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each holder of a Note irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to ~~this Agreement or the Notes~~any Note Document. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each holder of a Note irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. 3578247962676392 -68- (b) The ~~Issuer~~ Company and ~~the General Partner~~ each holder of a Note agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by registered, ~~certified~~certified mail, priority or express ~~mail~~ (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~the Notes~~ each other Note Document or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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.. Agree Limited Partnership Uncommitted Master Note Facility (c) The ~~Issuer~~ Parent Guarantor and the ~~General Partner consent~~ Company, each for itself, 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Agree Limited Partnership Uncommitted Master Note Facility If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Agree Limited Partnership, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx~~ a Delaware limited partnership By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST~~Agree Realty Corporation, ~~INC. By: /s/ Xxxxx X. Xxxxx~~ a Maryland corporation By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer~~ Agree Limited Partnership Uncommitted Master Note Facility This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life~~ Teachers Insurance ~~Company, its Investment Manager By: /s/ Xxxx X.Xxxxx~~ and Annuity Association of America By Name: ~~Xxxx X. Xxxxx~~ Title: ~~Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors~~As used herein, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the ~~date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of~~ following terms have the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: $100,000,000 Uncommitted Master Note Facility (Agree Realty Corp)

Jurisdiction and Process; Waiver of Jury Trial. EXHIBIT C Exhibit 1.3(b) (a) ~~The Issuer and the General Partner~~ Guarantor irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York ~~State~~ or federal court sitting in ~~the~~ New York City, Borough of Manhattan~~, The City of New York~~, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, ~~the Issuer~~ Guarantor irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~The Issuer and the General Partner agree~~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 ~~23.7(a~~22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Issuer ~~and the General Partner consent~~ consents to process being served ~~by or on behalf of any holder of Notes~~ in any suit, action or proceeding solely of the nature referred to in Section ~~23.7(a~~12(a) by mailing a copy thereof by ~~registered, certified,~~ registered or certified or priority ~~or express mail (or any substantially similar form of~~ mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, ~~to it at its address~~ or delivering a copy thereof in the manner for delivery of notices specified in Section ~~19 or at such other address of which such holder shall then have been notified pursuant~~ 10, to ~~said Section~~it. ~~The Issuer and the General Partner agree~~ Guarantor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Issuer ~~and/or the General Partner~~ in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President THE ~~BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT~~ NOTES OR ANY OTHER DOCUMENT EXECUTED 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Contribution Agreement (El Paso Pipeline Partners, L.P.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Company irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by Ameren Transmission Company of Illinois Note Purchase Agreement applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by registered, ~~certified,~~ certified priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE 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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Ameren Transmission Company of Illinois Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE AMEREN TRANSMISSION COMPANY ~~GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By:~~ OF ILLINOIS By /s/ Xxxx ~~X.Xxxxx~~ X. Xxxxxx Name: Xxxx X. ~~Xxxxx~~ Xxxxxx Title: ~~Senior~~ Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Treasurer Ameren Transmission Company of Illinois Note Purchase Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ ~~Xxxxxx~~ Xxxxxxx X. Xxxxxxxx Name: ~~Xxxxxx~~ Xxxxxxx X. Xxxxxxxx Title: Managing Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxxx X. Xxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxxx X. Xxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY ~~CORPORATION~~ COMPANY By: NYL Investors LLC, its Investment Manager ~~By:~~ By /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxxx X. Xxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxxx X. Xxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager ~~By:~~ By /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxxx X. Xxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxxx X. Xxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President Senior Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ~~SYMETRA~~ THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: ~~Principal Global Investors~~Northwestern Mutual Investment Management Company, LLC, ~~a Delaware limited liability company,~~ its ~~authorized signatory By~~Investment Manager By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. ~~Xxxxx~~ Xxxxxx ~~X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL~~ Its Authorized Representative Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By: ~~Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory~~ /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ ~~Xxxxxx~~ Xxxxxxx X. ~~Xxxxx Xxxxxx~~ Xxxx Name: Xxxxxxx X. ~~Xxxxx, Counsel~~ Xxxx Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: /s/ ~~Xxxx~~ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ Xxxxxxx X. ~~Xxxx, Counsel~~ Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx ~~Xxxxx~~ X. Xxxxxxx Name: Xxxxx ~~Xxxxx~~ X. Xxxxxxx Title: ~~Vice President~~ Managing Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ~~CONNECTICUT~~ AMERICAN GENERAL LIFE INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: ~~Cigna Investments~~AIG Asset Management (U.S.), ~~Inc. (authorized agent)~~ LLC, as Investment Advisor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL PRINICPAL LIFE INSURANCE COMPANY By: ~~Advantus Capital Management~~Principal Global Investors, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VPLLC a Delaware limited liability company, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact its authorized signatory By: /s/ Xxxx ~~Xxxxxxx~~ X. Xxxxx Name: Xxxx ~~Xxxxxxx~~ X. Xxxxx Title: ~~Vice President~~ Counsel By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE ~~OHIO NATIONAL~~ GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ ~~Xxxxxxx X.~~ Xxxxx Xxxxxx Name: ~~Xxxxxxx X.~~ Xxxxx Xxxxxx ~~Title~~Its: ~~Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President~~ Senior Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. ~~AMERICAN FAMILY~~ CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director II, Investments Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. COUNTRY LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Its: Director – Fixed Income Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxx ~~X. Xxxx~~ Xxxxxx Name: Xxxxx Xxxxxx Its: Senior Portfolio Manager Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxx X. ~~Xxxx Title~~Xxxxxx Name: ~~Fixed Income Portfolio Manager~~Xxx X. Xxxxxx Its: Vice President DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Ameren Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Issuer and the General Partner irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Issuer and the General Partner irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Issuer and the General Partner agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 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. (c) The Issuer and the General Partner consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Issuer and the General Partner agree that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 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 Issuer and/or the General Partner in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BYBy: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ ~~Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx~~ XXXXX XXXXX Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ ~~Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx~~ XXXXX XXXXX Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN ~~LIFE~~ GROUP PROPERTY AND CASUALTY INSURANCE COMPANY ~~GENERAL AMERICAN~~ By: MetLife Investment Advisors, LLC, its investment manager METROPOLITAN LIFE INSURANCE COMPANY By: ~~Metropolitan Life Insurance Company~~MetLife Investment Advisors, ~~its~~ LLC, Its Investment Manager ~~By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director~~ METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager METROPOLITAN TOWER LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its investment manager METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its investment manager ECONOMY FIRE & CASUALTY COMPANY By: MetLife Investment Advisors, LLC, its investment manager By: /s/ C. Xxxx X. Xxxxx ~~Xxxxxx~~ Name: C. Xxxx X. Xxxxx ~~Xxxxxx~~ Title: Managing Director ~~UNION FIDELITY~~ BRIGHTHOUSE LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment ~~Adviser~~ Manager By: /s/ ~~C. Xxxxx~~ Xxxxxx X. Xxxxxxx Name: ~~C. Xxxxx~~ Xxxxxx X. Xxxxxxx Title: Managing Director SYMETRA LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, Its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ~~TEACHERS~~ XXXXXXX NATIONAL LIFE INSURANCE ~~AND ANNUITY ASSOCIATION OF AMERICA~~ COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company /s/ Xxxxx ~~X. Xxxxxxx~~ Xxxxx Name: Xxxxx ~~X. Xxxxxxx~~ Xxxxx Title: ~~Senior Director~~ Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ~~MIDLAND NATIONAL~~ AMERICAN GENERAL LIFE INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: ~~Guggenheim Partners Investment Management~~AIG Asset Management (U.S.), LLC, as ~~investment manager~~ Investment Adviser By: /s/ ~~Xxxx X.~~ Xxxxx Xxxxx Name: ~~Xxxx X.~~ Xxxxx ~~Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X.~~ Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ~~NEW YORK~~ HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD UNDERWRITERS INSURANCE COMPANY By: Hartford Investment Management Company, their investment manager By: /s/ Xxxx ~~Xxxxxxxxxx~~ Xxxxxxx Name: Xxxx ~~Xxxxxxxxxx~~ Xxxxxxx Title: ~~Corporate~~ Vice President This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, ~~its~~ Its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: ~~Corporate Vice President~~ Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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~~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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA~~ NEW YORK LIFE INSURANCE ~~COMPANY~~ AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: ~~Principal Global Investors,~~ NYL Investors LLC, ~~a Delaware limited liability company,~~ its ~~authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel~~ Investment Manager By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx ~~Xxxx X. Xxxx, Counsel PRINCIPAL~~ Xxxxxxxxxx Title: Senior Director NEW YORK LIFE INSURANCE ~~COMPANY~~ AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: ~~Principal Global Investors,~~ NYL Investors LLC, ~~a Delaware limited liability company,~~ its ~~authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel~~ Investment Manager By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx ~~Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL~~ Xxxxxxxxxx Title: Senior Director NEW YORK LIFE INSURANCE ~~COMPANY~~ AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30D) By: ~~PPM America~~NYL Investors LLC, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) its Investment Manager By: /s/ Xxxx ~~X. Xxxxxxx~~ Xxxxxxxxxx Name: Xxxx ~~X. Xxxxxxx~~ Xxxxxxxxxx Title: ~~Managing~~ Senior Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. ~~GENWORTH~~ SECURIAN LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY NEW ERA LIFE INSURANCE COMPANY UNITEDHEALTHCARE INSURANCE COMPANY By: Securian Asset Management, Inc. By: /s/ Xxxxxx X. ~~XxXxxxxx~~ Xxxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY ~~By:~~ /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION ~~By:~~ /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ~~AMERICAN FAMILY LIFE~~ VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxxxx Xxxxx ~~X. Xxxx~~ Name: Xxxxxx Xxxxx ~~X. Xxxx~~ Title: ~~Fixed Income Portfolio Manager~~Senior Vice President DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note and Guaranty Agreement (First Industrial Lp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Guarantor and the ~~General Partner~~ Company irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Guarantor and the ~~General Partner~~ Company irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Guarantor and the ~~General Partner~~ Company agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~25.8(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 ~~Issuer and the General Partner consent~~ Company consents to process being served by or on behalf of any holder of ~~Notes~~ a Note in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~25.8(a) by mailing a copy thereof by ~~registered, certified,~~ registered or certified or priority ~~or express mail (or any substantially similar form of~~ mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, ~~to it at its address~~ or delivering a copy thereof in the manner for delivery of notices specified in Section ~~19 or at such other address~~ 21, to the Guarantor, as its agent for the purpose of ~~which such holder shall then have been notified pursuant to said Section~~accepting service of any process in the United States. The ~~Issuer~~ Guarantor consents to process being served upon it in the same manner. The Guarantor and the ~~General Partner~~ Company agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 25.8 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 ~~Issuer and/or~~ Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President THE ~~BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT~~ NOTES OR ANY OTHER DOCUMENT EXECUTED 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Ims Health Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Agree Limited Partnership Note Purchase Agreement (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer~~ Parent Guarantor and the ~~General Partner consent~~ Company, each for itself, 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Agree Limited Partnership Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Agree Limited Partnership, ~~L.P. BY~~a Delaware limited partnership By /s/ Jxxx X. Agree Name: ~~FIRST INDUSTRIAL REALTY TRUST~~Jxxx X. Agree Title: President of Agree Realty Corporation, ~~INC.~~ its General Partner ~~By:~~ Agree Realty Corporation, a Maryland corporation By /s/ ~~Xxxxx~~ Jxxx X. ~~Xxxxx~~ Agree Name: ~~Xxxxx~~ Jxxx X. ~~Xxxxx Its~~Agree Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ President Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life~~ Teachers Insurance ~~Company, its Investment Manager By:~~ and Annuity Association of America By /s/ ~~Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx~~ Cxxxx Xxxxxx Name: ~~C. Xxxxx~~ Cxxxx Xxxxxx Title: ~~Managing~~ Director ~~UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director~~ Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By:~~ The Guardian Life Insurance Company of America By /s/ ~~Xxxxx X.~~ Bxxxx Xxxxxxx Name: ~~Xxxxx X.~~ Bxxxx Xxxxxxx Title: ~~Senior~~ Managing Director Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management~~Blue Cross and Blue Shield of Florida, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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 Inc. Cincinnati Insurance Company Cincinnati Life Insurance Company, its attorney-in-fact By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx Company Dearborn National Life Insurance Company ~~By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as~~ Gleaner Life Insurance Society Minnesota Life Insurance Company Polish National Alliance of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as U.S. of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY N.A. By: Advantus Capital Management, Inc. ~~By:~~ By /s/ ~~Xxxxxxxx~~ Txxxxxxx X. ~~Xxxxxxxx~~ Hoxmeler Name: ~~Xxxxxxxx~~ Txxxxxxx X. ~~Xxxxxxxx~~ Hoxmeler Title: Vice President ~~This Agreement is hereby accepted~~ Name and ~~agreed~~ Address of Purchaser Principal Amount of Notes to as be Purchased Teachers Insurance and Annuity Association of America 8000 Xxxxxx Xxxxxxxx Boulevard Charlotte, North Carolina 28262 $25,000,000 All payments on or in respect of the Notes shall be made in immediately available funds on the due date ~~hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By~~by electronic funds transfer, through the Automated Clearing House System, to: ~~/s/ Xxxxx X. Xxxxxxxxxxxx~~ JPMorgan Chase Bank, N.A. ABA # 000-000-000 Account Number: 900-0-000000 Account Name: ~~Xxxxx X. Xxxxxxxxxxxx Title~~TIAA For Further Credit to the Account Number: VPG07040 Reference: PPN: 00855@ AC8/Agree Limited Partnership Maturity Date: July 28, ~~Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By~~2028/Interest Rate: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted 4.42%/P&I Breakdown All notices with respect to payments and ~~agreed to as~~ prepayments of the Notes shall be sent to: Teachers Insurance and Annuity Association of America 700 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Securities Accounting Division Phone: (000) 000-0000 Email: jxxxxxxxx@xxxx.xxx or mxxxxx@xxxx.xxx With a copy to: JPMorgan Chase Bank, N.A. P.X. Xxx 00000 Xxxxxx, Xxx Xxxxxx 00000 Schedule A (to Note Purchase Agreement) And to: Teachers Insurance and Annuity Association of America 8000 Xxxxxx Xxxxxxxx Boulevard Charlotte, North Carolina 28262 Attention: Global Private Markets Telephone:(000) 000-0000 (Ho Yxxxx Xxx) (000) 000-0000 (General Number) Facsimile: (000) 000-0000 Email: hxxx@xxxx.xxx Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date ~~hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as~~ of the ~~date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent~~ Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and ~~Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted~~ (3) the name and ~~agreed to as~~ address of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Managerbank from which such electronic funds transfer was sent.

Appears in 1 contract

Samples: Note Purchase Agreement (Agree Realty Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer~~ Parent Guarantor and the ~~General Partner consent~~ Company, each for itself, 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Agree Limited Partnership Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Agree Limited Partnership, ~~L.P. BY~~a Delaware limited partnership By /s/ Xxxx X. Agree Name: ~~FIRST INDUSTRIAL REALTY TRUST~~Xxxx X. Agree Title: President of Agree Realty Corporation, ~~INC.~~ its General Partner ~~By:~~ Agree Realty Corporation, a Maryland corporation By /s/ ~~Xxxxx~~ Xxxx X. ~~Xxxxx~~ Agree Name: ~~Xxxxx~~ Xxxx X. ~~Xxxxx Its~~Agree Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ President Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life~~ Teachers Insurance ~~Company, its Investment Manager By:~~ and Annuity Association of America By /s/ ~~Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C.~~ Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: ~~Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director~~ Diector Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By:~~ The Guardian Life Insurance Company of America By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: ~~Senior~~ Managing Director Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management~~Blue Cross and Blue Shield of Florida, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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 Inc. Cincinnati Insurance Company Cincinnati Life Insurance Company, its attorney-in-fact By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx Company Dearborn National Life Insurance Company ~~By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as~~ Gleaner Life Insurance Society Minnesota Life Insurance Company Polish National Alliance of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as U.S. of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY N.A. By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President ~~This Agreement is hereby accepted and agreed to as of~~ As used herein, the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of following terms have the ~~date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of~~ respective meanings set forth below or set forth in the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Agree Realty Corp)

Jurisdiction and Process; Waiver of Jury Trial. (ai) ~~The Issuer and the General Partner~~ Each Credit Party irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Notes or the ~~Notes~~other Transaction Documents. To the fullest extent permitted by applicable law, ~~the Issuer~~ each Credit Party irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (bii) ~~The Issuer and the General Partner agree~~Each Credit Party 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 ~~23.7(a~~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. (ciii) ~~The Issuer and the General Partner consent~~ Each Credit Party consents to process being served by or on behalf of any ~~holder of Notes~~ Investor or the Collateral Agent in any suit, action or proceeding ~~of the nature referred to in Section 23.7(a)~~ by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 10(i) or at such other address of which such holder or the Collateral Agent shall then have been notified pursuant to said Section. ~~The Issuer and the General Partner agree~~ Each Credit Party agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (div) Nothing in this Section ~~23.7~~ 10(e) shall affect the right of any ~~holder of a Note~~ Investor or the Collateral Agent to serve process in any manner permitted by law, or limit any right that the ~~holders of any of~~ Investors or the ~~Notes~~ Collateral Agent may have to bring proceedings against ~~the Issuer and/or the General Partner~~ any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ev) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~EACH PARTY HERETO HEREBY WAIVES, ~~the Notes or any other document executed in connection herewith or therewith~~TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. ~~If you are in agreement with the foregoing~~EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, ~~please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner~~AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, ~~whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours~~EXPRESSLY OR OTHERWISE, ~~FIRST INDUSTRIAL~~THAT SUCH OTHER PARTY WOULD NOT, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~IN THE EVENT OF LITIGATION, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE SEEK TO ENFORCE THE FOREGOING WAIVER AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE (b) ACKNOWLEDGES THAT IT AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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 COMPANYOTHER NOTE DOCUMENTS, AS ~~GRANTOR~~APPLICABLE, ~~XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.~~BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(e), 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Redaptive, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Guaranty or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer~~ Parent Guarantor and ~~the General Partner~~ Company, each for itself, consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Retail Opportunity Investments Partnership, ~~L.P. BY~~LP By: ~~FIRST INDUSTRIAL REALTY TRUST~~Retail Opportunity Investments GP, ~~INC. its~~ LLC Its General Partner ~~By:~~ By /s/ ~~Xxxxx~~ Xxxxxxx X. ~~Xxxxx~~ Xxxxxx Name: ~~Xxxxx~~ Xxxxxxx X. ~~Xxxxx Its~~Xxxxxx Title: Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST, INC. By:~~ Retail Opportunity Investments Corp. By /s/ ~~Xxxxx~~ Xxxxxxx X. ~~Xxxxx~~ Xxxxxx Name: ~~Xxxxx~~ Xxxxxxx X. ~~Xxxxx Its~~Xxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY ~~GENERAL AMERICAN~~ METROPOLITAN TOWER LIFE INSURANCE COMPANY ~~By:~~ by Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: ~~Senior~~ SVP &Managing Director ~~SECURITY BENEFIT LIFE~~ TEACHERS INSURANCE ~~COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor~~ AND ANNUITY ASSOCIATION OF AMERICA By: /s/ ~~Xxxx~~ Xxxxxxx X. ~~Xxxxx~~ Xxxxxx Name: ~~Xxxx~~ Xxxxxxx X. ~~Xxxxx~~ Xxxxxx Title: ~~Senior Managing~~ Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK GENWORTH LIFE INSURANCE COMPANY By: /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxx X. Xxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxx X. Xxxxxx Title: ~~Corporate Vice President NEW YORK LIFE~~ Investment Officer TRANSAMERICA PACIFIC INSURANCE ~~AND ANNUITY CORPORATION~~ COMPANY LTD By: ~~NYL Investors~~ AEGON USA Investment Management, LLC, its ~~Investment Manager~~ investment manager By: /s/ Xxxx ~~Xxxxxxxxxx~~ Xxxxxxxxx Name: Xxxx ~~Xxxxxxxxxx~~ Xxxxxxxxx Title: ~~Corporate~~ Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA TRANSAMERICA LIFE INSURANCE COMPANY By: ~~Principal Global Investors~~AEGON USA Investment Management, LLC, ~~a Delaware limited liability company,~~ its ~~authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel~~ investment manager By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx ~~Xxxx X. Xxxx, Counsel PRINCIPAL~~ Xxxxxxxxx Title: Vice President TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By: ~~Principal Global Investors~~AEGON USA Investment Management, LLC, ~~a Delaware limited liability company,~~ its ~~authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel~~ investment manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President MUTUAL OF OMAHA INSURANCE COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President PACIFIC LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President By: /s/ Xxxx Xxxxxxx Name: Xxxx ~~X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof.~~ Xxxxxxx Title: Assistant Secretary XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL~~ XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: ~~Cigna Investments~~PPM America, ~~Inc. (authorized agent)~~ Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ ~~Xxxx X. Xxxxxxx~~ Xxxxx Xxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxx Xxxxx Title: Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED~~ USAA LIFE INSURANCE COMPANY By: /s/ Xxxxx X. ~~Xxxxxxxxxxxx~~ Xxxxxxx, Xx. Name: Xxxxx X. ~~Xxxxxxxxxxxx~~ Xxxxxxx, Xx. Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Assistant Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL~~ GREAT-WEST LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxxxx ~~X. Xxxx~~ Xxxxxxx Name: Xxxxx ~~X. Xxxx~~ Xxxxxxx Title: ~~Fixed Income Portfolio Manager~~Senior Vice President, Investments By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Retail Opportunity Investments Partnership, LP)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INCCompany. By: /s/ ~~Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY~~ By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Barings LLC as Investment Adviser By: /s/ ~~C. Xxxxx~~ Xxxxxx Xxxx Name: ~~C. Xxxxx~~ Xxxxxx Xxxx Title: Managing Director ~~This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA~~ By: ~~/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to~~ Barings LLC as ~~of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners~~ Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS Adviser By: /s/ Xxxxxx ~~Xxxxxxxx~~ Xxxx Name: Xxxxxx ~~Xxxxxxxx~~ Xxxx Title: Managing Director ~~This Agreement is hereby accepted and agreed to as of~~ As used herein, the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of following terms have the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Barings Capital Investment Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation ~~requested~~requested or on-line tracking service available, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt or on-line confirmation of delivery furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ 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.. BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT (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. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC~~BLUE OWL TECHNOLOGY INCOME CORP. ~~its General Partner By:~~ By /s/ Xxxxx X. Xxxx Xxxxx ~~Name: Xxxxx X. Xxxxx Its:~~ Xxxx Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST, INC~~BLUE OWL TECHNOLOGY INCOME CORP. ~~By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company~~DEFINED TERMS As used herein, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the ~~date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of~~ following terms have the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Blue Owl Technology Income Corp.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the ~~non-exclusive~~ non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer~~ Parent Guarantor and the ~~General Partner consent~~ Company, each for itself, 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. -45- If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Agree Limited Partnership, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner~~ a Delaware limited partnership By: ~~/s/ Xxxxx X. Xxxxx~~ Agree Realty Corporation, Its sole general partner By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST~~Agree Realty Corporation, ~~INC. By: /s/ Xxxxx X. Xxxxx~~ a Maryland corporation By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer~~ This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By~~Knights of Columbus By Name: ~~Metropolitan~~ Title: Agreement is hereby accepted and agreed to as of the date thereof. United of Omaha Life Insurance ~~Company, its Investment Manager By: /s/ Xxxx X.Xxxxx~~ Company By Name: ~~Xxxx X. Xxxxx~~ Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA~~ Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company By: ~~/s/ Xxxxx X. Xxxxxxx~~ Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By Name: ~~Xxxxx X. Xxxxxxx~~ Title: ~~Senior Director~~ This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx~~ Pacific Life Insurance Company By Name: ~~Xxxx X. Xxxxx~~ Title: ~~Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx~~ By Name: ~~Xxxx X. Xxxxx~~ Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx~~ Genworth Life Insurance Company By Name: ~~Xxxxxx Xxxxxxxx~~ Title: ~~Managing Director~~ Genworth Life and Annuity Insurance Company By Name: Title: This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~NEW YORK LIFE INSURANCE COMPANY~~ AB US Diversified Credit BM Fund By: ~~/s/ Xxxx Xxxxxxxxxx~~ AllianceBernstein LP, Its Investment Advisor By Name: ~~Xxxx Xxxxxxxxxx~~ Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~SYMETRA LIFE INSURANCE COMPANY By~~The Guardian Life Insurance Company of America By Name: ~~Principal Global Investors~~Title: Berkshire Life Insurance Company of America By Name: Title: The Guardian Insurance & Annuity Company, ~~LLC, a Delaware limited liability company, its authorized signatory By~~Inc. By Name: ~~/s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By~~Title: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National~~ Farm Bureau Life Insurance Company ~~By: /s/ Xxxxx Xxxxx~~ By Name: ~~Xxxxx Xxxxx~~ Title: ~~Vice President~~ Farm Bureau Property & Casualty Insurance Company By Name: Title: This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Southern Farm Bureau Life Insurance Company By Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: ~~Vice President OHIO NATIONAL~~ Senior Portfolio Manager Information Relating to Purchasers Name and Address of Purchaser Principal Amount of Notes to be Purchased Knights of Columbus Xxx Xxxxxxxx Xxxxx Xxx Xxxxx, XX 00000-0000 Attn: Investment Accounting Department, 14th Floor $25,000,000 Payments All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds to: Registered Holder: Knights of Columbus LIFE ~~ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx~~ Account Bank Name: ~~Xxxxxxx X. Xxxxxx Title~~The Bank of New York Mellon Corp. ABA Number: ~~Vice President This Agreement is hereby accepted~~ 000000000 Account Numb/Beneficiary: 2007008400 BNF: GLA111566 ATTN: Income Collection Dept. Bank to Bank Information: cusip number, Agree 4.47% Maturity Date. & P&I breakdown Closing sets should be received by CD or other form of digital communication. All notices and ~~agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager~~communications should be e-mailed and mailed to:

Appears in 1 contract

Samples: Note Purchase Agreement (Agree Realty Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer~~ Parent Guarantor and the ~~General Partner consent~~ Company, each for itself, 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Agree Limited Partnership Uncommitted Master Note Facility (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Agree Limited Partnership Uncommitted Master Note Facility If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Agree Limited Partnership, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx~~ a Delaware limited partnership By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST~~Agree Realty Corporation, ~~INC. By: /s/ Xxxxx X. Xxxxx~~ a Maryland corporation By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer~~ Agree Limited Partnership Uncommitted Master Note Facility This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company~~AIG Asset Management (U.S.), ~~its Investment Manager By: /s/ Xxxx X.Xxxxx~~ LLC By Name: ~~Xxxx X. Xxxxx~~ Title: ~~Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors~~As used herein, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the ~~date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of~~ following terms have the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: $100,000,000 Uncommitted Master Note Facility (Agree Realty Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and each of the ~~General Partner~~ Purchasers (collectively, the “Parties”) each irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer and the General Partner~~ Parties irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that ~~it is~~ they are not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner~~ Parties agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner~~ Parties consent to process being served ~~by or on behalf of any holder of Notes~~ in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it them at ~~its~~ their address specified in Section 19 18 or at such other address of which ~~such holder~~ the Parties shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner~~ Parties agree that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 22.7 shall affect the right of any ~~holder of a Note~~ Party to serve process in any manner permitted by law, or limit any right that the ~~holders of any of the Notes~~ Parties may have to bring proceedings against ~~the Issuer and/or the General Partner~~ each 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. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President THE ~~BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT~~ NOTES OR ANY OTHER DOCUMENT EXECUTED 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Note Purchase Agreement (CION Investment Corp)

Jurisdiction and Process; Waiver of Jury Trial. (ai) ~~The Issuer and the General Partner~~ Each Credit Party irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Notes or the ~~Notes~~other Transaction Documents. To the fullest extent permitted by applicable law, ~~the Issuer~~ each Credit Party irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (bii) ~~The Issuer and the General Partner agree~~Each Credit Party 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 ~~23.7(a~~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. (ciii) ~~The Issuer and the General Partner consent~~ Each Credit Party consents to process being served by or on behalf of any ~~holder of Notes~~ Investor in any suit, action or proceeding ~~of the nature referred to in Section 23.7(a)~~ by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 10(i) or at such other address of which such holder shall then have been notified pursuant to said Section. ~~The Issuer and the General Partner agree~~ Each Credit Party agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (div) Nothing in this Section ~~23.7~~ 10(e) shall affect the right of any ~~holder of a Note~~ Investor to serve process in any manner permitted by law, or limit any right that the ~~holders of any of the Notes~~ Investors may have to bring proceedings against ~~the Issuer and/or the General Partner~~ any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ev) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~EACH PARTY HERETO HEREBY WAIVES, ~~the Notes or any other document executed in connection herewith or therewith~~TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. ~~If you are in agreement with the foregoing~~EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, ~~please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner~~AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, ~~whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours~~EXPRESSLY OR OTHERWISE, ~~FIRST INDUSTRIAL~~THAT SUCH OTHER PARTY WOULD NOT, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~IN THE EVENT OF LITIGATION, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE SEEK TO ENFORCE THE FOREGOING WAIVER AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE (b) ACKNOWLEDGES THAT IT AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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 COMPANYOTHER NOTE DOCUMENTS, AS ~~GRANTOR~~APPLICABLE, ~~XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.~~BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(e), 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note Purchase Agreement (Redaptive, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each holder of a Note irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to ~~this Agreement or the Notes~~any Note Document. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each holder of a Note irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner~~ each holder of a Note agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by registered, ~~certified~~certified mail, priority or express ~~mail~~ (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, ~~the Notes~~ each other Note Document or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Company irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York ~~State~~ state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the ~~Notes~~MRP Shares. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. Xxxxx Xxxxxxxx Energy Infrastructure Fund, Inc. Securities Exchange Agreement (c) The ~~Issuer and the General Partner consent~~ Company consents to process being served by or on behalf of any holder of ~~Notes~~ MRP Shares in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.8(a) by mailing a copy thereof by registered, ~~certified,~~ certified priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 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 Issuer and/or the General Partner in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager

Appears in 1 contract

Samples: Securities Exchange Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Subordinated Creditor irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement or the Notes~~Subordination Agreement. To the fullest extent permitted by applicable ~~law~~Law, the ~~Issuer~~ Company and ~~the General Partner~~ each Subordinated Creditor irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Subordinated Creditor agrees, to the fullest extent permitted by applicable ~~law~~Law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~13(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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Subordinated Creditor consents to process being served by or on behalf of any ~~holder of Notes~~ Secured Party in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~13(a) by mailing a copy thereof by ~~registered, certified,~~ registered or certified or priority ~~or express mail (or any substantially similar form of~~ mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, ~~to it at its address~~ or delivering a copy thereof in the manner for delivery of notices specified in Section 19 ~~or at such other address~~ of ~~which such holder shall then have been notified pursuant~~ the Note Purchase Agreement, to ~~said Section~~Xxxxxx, Xxxxxx & Xxxxxxxx LLP (in the case of the Company), as the Company’s agent for the purpose of accepting service of any process in the United States. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Subordinated Creditor agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable ~~law~~Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 13 shall affect the right of any ~~holder of a Note~~ Secured Party to serve process in any manner permitted by law, or limit any right that ~~the holders of any of the Notes~~ Secured Parties may have to bring proceedings against the ~~Issuer and/or the General Partner~~ Company or any Subordinated Creditor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS SUBORDINATION 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~~ foregoing certifications are ~~in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement~~ made and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to delivered as of the date ~~hereof~~first written above. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY~~ By: ~~Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx~~ Name: ~~Xxxx X. Xxxxx~~ Title: Senior ~~Vice President~~ Financial Officer [ ] 201[ ] Xxxxx Fargo Bank Northwest, N.A. 000 Xxxxx Xxxxxxx Xxxxxxxxx Drive Salt Lake City, UT 84416 Dear Sirs, You have requested our legal opinion as your special Bahamian counsel with respect to a first priority Bahamian registered mortgage dated [ ] 2013 (the “Mortgage”) granted by [Bossa Nova Spirit L.L.C.] / [Sertanejo Spirit L.L.C.], a company registered in accordance with the Republic of The Xxxxxxxx Islands (the “Owner”) in favour of Xxxxx Fargo Bank Northwest, N.A., not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”) and ~~Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors~~a Deed of Covenants dated [ ] 2013 made between the Owner and the Collateral Agent (the “Deed of Covenants”) (the Deed of Covenants together with the Mortgage, ~~LLC~~the “Security Documents”) pursuant to a Guarantee and Security Agreement dated [ ] 2013 (the “Guarantee and Security Agreement”) among, ~~its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors~~inter alia, ~~LLC~~the Owner and the Collateral Agent as security for the obligations of Teekay Shuttle Tanker Finance L.L.C., ~~its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as~~ a company formed under the laws of the ~~date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This~~ Republic of The Xxxxxxxx Islands (the “Company”) under a Note Purchase Agreement ~~is hereby accepted and agreed to as~~ dated [ ] 2013 (the “Note Purchase Agreement”) among the Company, each of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of purchasers listed therein (the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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.“Purchasers”), 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and ~~agreed to as of~~ the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCollateral Agent.

Appears in 1 contract

Samples: Note Purchase Agreement (Teekay Offshore Partners L.P.)

Jurisdiction and Process; Waiver of Jury Trial. (ai) ~~The~~ Each Issuer ~~and the General Partner~~ Party irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Notes or the ~~Notes~~other Transaction Documents. To the fullest extent permitted by applicable law, ~~the~~ each Issuer Party irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (bii) ~~The~~ Each Issuer ~~and the General Partner agree~~Party 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 ~~23.7(a~~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. (ciii) ~~The~~ Each Issuer ~~and the General Partner consent~~ Party consents to process being served by or on behalf of any ~~holder of Notes~~ Investor in any suit, action or proceeding ~~of the nature referred to in Section 23.7(a)~~ by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 10(i) or at such other address of which such holder shall then have been notified pursuant to said Section. ~~The~~ Each Issuer ~~and the General Partner agree~~ Party agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (div) Nothing in this Section ~~23.7~~ 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~~ any Issuer ~~and/or the General Partner~~ 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. (ev) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~EACH PARTY HERETO HEREBY WAIVES, ~~the Notes or any other document executed in connection herewith or therewith~~TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. ~~If you are in agreement with the foregoing~~EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, ~~please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner~~AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, ~~whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours~~EXPRESSLY OR OTHERWISE, ~~FIRST INDUSTRIAL~~THAT SUCH OTHER PARTY WOULD NOT, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~IN THE EVENT OF LITIGATION, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE SEEK TO ENFORCE THE FOREGOING WAIVER AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE (b) ACKNOWLEDGES THAT IT AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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 COMPANYOTHER NOTE DOCUMENTS, AS ~~GRANTOR~~APPLICABLE, ~~XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.~~BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(e), 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Gores Metropoulos II, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Parent Guarantor and the ~~General Partner~~ Company, each for itself, irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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.. Agree Limited Partnership Note Purchase Agreement (c) The ~~Issuer~~ Parent Guarantor and the ~~General Partner consent~~ Company, each for itself, 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Parent Guarantor and the ~~General Partner agree~~ Company, each for itself, agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or~~ Parent Guarantor or the ~~General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Agree Limited Partnership Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between ~~you~~ and among you, the Parent Guarantor and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~Agree Limited Partnership, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx~~ a Delaware limited partnership By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST~~Agree Realty Corporation, ~~INC. By: /s/ Xxxxx X. Xxxxx~~ a Maryland corporation By Name: ~~Xxxxx X. Xxxxx Its~~Title: ~~Chief Financial Officer~~ Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date ~~hereof~~thereof. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx~~ [Purchasers] By Name: ~~Xxxx X. Xxxxx~~ Title: ~~Senior Vice President~~ Name and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed Address of Purchaser Principal Amount of Notes to ~~as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed~~ be Purchased (to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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.Note Purchase Agreement), 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager

Appears in 1 contract

Samples: Note Purchase Agreement (Agree Realty Corp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Company irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the ~~Notes~~Notes or any other Financing Document. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 ~~Issuer and the General Partner consent~~ 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~~22.7(a) by mailing a copy thereof by registered, ~~certified,~~ certified priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE 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~~THE NOTES, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT ANY OTHER FINANCING DOCUMENT OR ANY OTHER DOCUMENT EXECUTED 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerCONNECTION HEREWITH OR THEREWITH.

Appears in 1 contract

Samples: Note Purchase Agreement (Tiaa Real Estate Account)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Issuer and the General Partner irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Issuer and the General Partner irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Issuer and the General Partner agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 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. (c) The Issuer and the General Partner consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. The Issuer and the General Partner agree that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 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 Issuer and/or the General Partner in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BYBy: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner ~~By:~~ By /s/ Xxxxx X. Xxxxx ~~Name: Xxxxx X. Xxxxx Its~~Title: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. ~~By:~~ By /s/ Xxxxx X. Xxxxx ~~Name: Xxxxx X. Xxxxx Its~~Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. ~~METROPOLITAN~~ ROTHESAY LIFE ~~INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager~~ PLC By: /s/ Xxxxx Xxxx ~~X.Xxxxx~~ Name: Xxxxx Xxxx ~~X. Xxxxx~~ Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director Authorised Signatory This Agreement is hereby accepted and agreed to as of the date hereof. ~~TEACHERS~~ METROPOLITAN LIFE INSURANCE COMPANY By: MetLife Investment Management, LLC, its Investment Manager SYMETRA LIFE INSURANCE COMPANY By: MetLife Investment Management, LLC, its Investment Manager NEW YORK MARINE AND ~~ANNUITY ASSOCIATION OF AMERICA~~ GENERAL INSURANCE COMPANY By: MetLife Investment Management, LLC, its Investment Manager By: /s/ Xxxx Xxxxx ~~X. Xxxxxxx~~ Name: Xxxx Xxxxx ~~X. Xxxxxxx~~ Title: ~~Senior Director~~ Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. ~~MIDLAND NATIONAL~~ TRANSAMERICA PREMIER LIFE INSURANCE COMPANY By: ~~Guggenheim Partners~~ AEGON USA Investment Management, LLC, ~~as investment manager~~ its Investment Manager By: /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxxxx Title: ~~Senior Managing Director NORTH AMERICAN~~ Vice President TRANSAMERICA LIFE INSURANCE COMPANY ~~FOR LIFE AND HEALTH INSURANCE~~ By: ~~Guggenheim Partners~~ AEGON USA Investment Management, LLC, ~~as investment manager~~ its Investment Manager By: /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxxxx Title: ~~Senior Managing Director XXXXXX XXXX~~ Vice President TRANSAMERICA LIFE ~~INSURANCE COMPANY~~ (BERMUDA) LTD By: ~~Guggenheim Partners~~ AEGON USA Investment Management, LLC, ~~as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners~~ its Investment ~~Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as~~ Manager By: /s/ Xxxx ~~X. Xxxxx~~ Xxxxxxxxxx Name: Xxxx ~~X. Xxxxx~~ Xxxxxxxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ~~THRIVENT FINANCIAL FOR LUTHERANS~~ PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, its authorized signatory By: /s/ ~~Xxxxxx Xxxxxxxx~~ Xxxx Xxxxxxx Name: ~~Xxxxxx Xxxxxxxx~~ Xxxx Xxxxxxx Title: ~~Managing Director~~ Counsel By: /s/ Wei-erh Chen Name: Wei-erh Chen Title: Counsel PRINCIPAL LIFE INSURANCE COMPANY – PRINCIPAL PRT SEPARATE ACCOUNT By: Principal Global Investors, LLC, its authorized Signatory By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Counsel By: /s/ Wei-erh Chen Name: Wei-erh Chen Title: Counsel This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Title: ~~Corporate Vice President~~ Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 330C) By: NYL Investors LLC, its Investment Manager By: /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President Senior 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~~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: /s/ ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Name: ~~Xxxx Xxxxxxxxxx~~ Xxxxxx Xxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ~~SYMETRA~~ XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK By: ~~Principal Global Investors~~PPM America, ~~LLC~~Inc., ~~a Delaware limited liability company, its authorized signatory~~ as attorney in fact By: /s/ ~~Xxxxxx X.~~ Xxxxx ~~Xxxxxx X. Xxxxx, Counsel By~~Xxxxx Name: ~~/s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By~~Xxxxx Xxxxx Title: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. Vice President XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in ~~fact, on behalf of Xxxxxxx National Life Insurance Company~~ fact By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. ~~CONNECTICUT GENERAL~~ EQUITABLE FINANCIAL LIFE INSURANCE COMPANY By: ~~Cigna Investments, Inc. (authorized agent)~~ /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ ~~Xxxx X. Xxxxxxx~~ Xxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Xxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. ~~CINCINNATI LIFE~~ VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY COMPSOURCE MUTUAL INSURANCE COMPANY ~~MINNESOTA LIFE~~ TRINITY UNIVERSAL INSURANCE COMPANY ~~AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL~~ MOTORISTS LIFE INSURANCE COMPANY By: ~~Advantus Capital Management~~Voya Investment Management Co. LLC, ~~Inc.~~ as Agent By: /s/ ~~Xxxxxxxx~~ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxx X. Xxxxxxxx Name: ~~Xxxxxxxx~~ Xxxx X. Xxxxxxxx Title: ~~Vice President~~ Managing Director, Investments This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities ~~THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP~~DEFINED TERMS As used herein, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the ~~date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of~~ following terms have the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of respective meanings set forth below or set forth in the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio ManagerSection hereof following such term:

Appears in 1 contract

Samples: Note and Guaranty Agreement (First Industrial Lp)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Company irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of the Bankruptcy Court, or if the Bankruptcy Court does not have or abstains from jurisdiction, any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~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 Bankruptcy Court and 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 ~~Issuer and the General Partner consent~~ Company consents to process being served by or on behalf of any ~~holder~~ Holder of Notes in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such ~~holder~~ Holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 22.7 shall affect the right of any ~~holder~~ Holder of a Note to serve process in any manner permitted by law, or limit any right that the ~~holders~~ Holders of any of the Notes may have to bring proceedings against the ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Note Purchase Agreement (Real Industry, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner irrevocably submit~~ Company hereby submits to the ~~non-~~exclusive jurisdiction of ~~any New York State or federal court sitting~~ the Federal and state courts in the Borough of ~~Manhattan,~~ Manhattan in The City of New ~~York, over~~ York in any ~~suit, action~~ suit or proceeding arising out of or relating to this Agreement or the ~~Notes~~transactions contemplated hereby. To Any legal suit, action or proceeding arising out of or based upon this Agreement or the ~~fullest extent permitted by applicable law~~transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the ~~Issuer~~ “Specified Courts”), and each party irrevocably submits to the ~~General Partner~~ exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to ~~assert, by way of motion, as a defense~~ plead or ~~otherwise,~~ claim in any ~~claim~~ Specified Court that ~~it is not subject to the jurisdiction of~~ any ~~such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding~~ Related Proceeding brought in any ~~such court and any claim that any such suit, action or proceeding brought in any such court~~ Specified Court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~15.7(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 ~~Issuer and the General Partner consent~~ 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~~15.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 11 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 15.7 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE 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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~SABINE PASS LIQUEFACTION, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By:~~ LLC By /s/ ~~Xxxxx X.~~ Xxxx Xxxxx Name: Xxxx Xxxxx ~~X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST~~Vice President, ~~INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ Finance This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE~~ By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~XXXXXX XXXX LIFE INSURANCE COMPANY~~ By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~WILCO LIFE INSURANCE COMPANY~~ By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~WILTON REASSURANCE COMPANY~~ By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~TEXAS LIFE INSURANCE COMPANY~~ By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~WILCAC LIFE INSURANCE COMPANY~~ By: ~~Guggenheim Partners~~ Barings LLC, as Investment ~~Management~~Adviser By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: AIG Asset Management (U.S.), LLC, as ~~Advisor~~ Investment Adviser By: /s/ Xxxx X. ~~Xxxxx~~ Xxxxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ ~~Xxxxxx~~ Xxxx X. Xxxxx ~~Xxxxxx~~ Name: Xxxx X. ~~Xxxxx,~~ Xxxxx Title: Counsel By: /s/ ~~Xxxx~~ Xxxxxx X. ~~Xxxx Xxxx~~ Xxxxx Name: Xxxxxx X. ~~Xxxx,~~ Xxxxx Title: Counsel ~~PRINCIPAL LIFE INSURANCE COMPANY~~ By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. ~~Xxxxx~~Xxxxx Title: Counsel By: Principal Global Investors, ~~Counsel~~ LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxx X. ~~Xxxx~~ Xxxxx Name: Xxxx X. ~~Xxxx,~~ Xxxxx Title: Counsel ~~This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY~~ By: ~~PPM America~~/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Counsel By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Head of Private Placements Sentinel Asset Management, ~~Inc.~~Inc. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Head of Private Placements Sentinel Asset Management, ~~as attorney in fact, on behalf of Xxxxxxx National~~ Inc. CMFG Life Insurance Company By: /s/ ~~Xxxxx Xxxxx~~ Xxxx Xxxxxxxx Name: ~~Xxxxx Xxxxx~~ Xxxx Xxxxxxxx Title: ~~Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments~~Managing Director, ~~Inc. (authorized agent)~~ Investments By: /s/ ~~Xxxx~~ Xxxxxxx X. Xxxxxxx Name: ~~Xxxx~~ Xxxxxxx X. Xxxxxxx Title: ~~Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK~~ Authorized Signatory By: ~~Cigna Investments~~Allianz Global Investors U.S. LLC, ~~Inc. (authorized agent)~~ as the Authorized Signatory and Investment Manager By: /s/ ~~Xxxx X. Xxxxxxx~~ Xxxxxxxx Xxxxxxxx Name: ~~Xxxx X. Xxxxxxx~~ Xxxxxxxx Xxxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. ~~Xxxxxxxxxxxx~~ Xxxx Name: Xxxxx X. ~~Xxxxxxxxxxxx~~ Xxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Assistant Vice President ~~This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY~~ By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: ~~Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION~~ Assistant Secretary Pan-American Life Insurance Company By: /s/ ~~Xxxxxxx X.~~ Xxxx Xxxxxx Name: ~~Xxxxxxx X.~~ Xxxx Xxxxxx Title: Vice ~~President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY~~ President, Securities Mutual Trust Life Insurance Company, a Pan-American Life Insurance Group Stock Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, Securities By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Portfolio Manager By: /s/ Xxxxx X. ~~Xxxx~~ Xxxxxxx, Xx. Name: Xxxxx X. ~~Xxxx~~ Xxxxxxx, Xx. Title: ~~Fixed Income~~ Assistant Vice President By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: VP, Portfolio ~~Manager~~Manager As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Cheniere Energy Partners, L.P.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 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 ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~THE 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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner~~ By: /s/ ~~Xxxxx X.~~ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx ~~X. Xxxxx Its~~Title: ~~Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer~~ Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director ~~NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE~~ By: ~~Guggenheim Partners Investment~~ Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. ~~Xxxxx, Counsel~~ Xxxxx Title: Vice President By: ~~/s/ Xxxx X. Xxxx Xxxx X. Xxxx~~Apollo Insurance Solutions Group LP, ~~Counsel PRINCIPAL LIFE INSURANCE COMPANY~~ its investment adviser By: ~~Principal Global Investors~~Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, ~~a Delaware limited liability company,~~ its ~~authorized signatory~~ General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. ~~Xxxxx~~Xxxxx Title: Vice President By: Apollo Insurance Solutions Group LP, ~~Counsel~~ its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ ~~Xxxx~~ Xxxxxx X. ~~Xxxx Xxxx~~ Xxxxx Name: Xxxxxx X. ~~Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY~~ Xxxxx Title: Vice President By: ~~PPM America~~Apollo Insurance Solutions Group LP, ~~Inc.~~its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President By: Barings LLC as ~~attorney in fact, on behalf of Xxxxxxx National Life Insurance Company~~ Investment Adviser By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: ~~Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY~~ Managing Director By: ~~Cigna Investments, Inc. (authorized agent)~~ /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx ~~X. Xxxxxxx~~ Xxxxx Name: Xxxx ~~X. Xxxxxxx~~ Xxxxx Title: ~~Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK~~ Chief Financial Officer By: ~~Cigna Investments, Inc. (authorized agent)~~ /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: President and Chief Financial Officer By: /s/ Xxxx ~~X. Xxxxxxx~~ Xxxxx Name: Xxxx ~~X. Xxxxxxx~~ Xxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY Officer By: /s/ Xxxxx ~~X. Xxxxxxxxxxxx~~ Xxxxxx Name: Xxxxx ~~X. Xxxxxxxxxxxx~~ Xxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY Chief Investment Officer By: /s/ Xxxxxx X. ~~XxXxxxxx~~ Xxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: ~~Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of~~ SVP, Chief Investment Officer As used herein, the ~~date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager~~following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Barings BDC, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company and ~~the General Partner~~ each Purchaser irrevocably ~~waive~~ waives and ~~agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer~~ Company and ~~the General Partner agree~~each Purchaser 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 ~~23.7(a~~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 ~~Issuer~~ Company and ~~the General Partner consent~~ each Purchaser 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~~22.7(a) by mailing a copy thereof by registered, ~~certified,~~ certified priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The ~~Issuer~~ Company and ~~the General Partner agree~~ each Purchaser agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 22.7 shall affect the right of any ~~holder of a Note~~ party hereto to serve process in any manner permitted by law, or limit any right that ~~the holders of~~ any ~~of the Notes~~ party hereto may have to bring proceedings against the ~~Issuer and/or the General Partner~~ Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer and the General Partner, whereupon this Agreement shall become a binding agreement between you and the Issuer and the General Partner. Very truly yours, FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager.

Appears in 1 contract

Samples: Note Purchase Agreement (Broadmark Realty Capital Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer~~ Company, each Purchaser and each other holder of a Note (the ~~General Partner~~ “Parties”) irrevocably ~~submit~~ submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) ~~The Issuer and the General Partner agree~~Each Party 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 ~~23.7(a~~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 Issuer and the General Partner consent~~ Each Party consents to process being served by or on behalf of any ~~holder of Notes~~ other Party in any suit, action or proceeding of the nature referred to in Section ~~23.7(a~~22.7(a) by mailing a copy thereof by ~~registered, certified, priority~~ registered or ~~express~~ certified mail (or any substantially similar form of mail), postage prepaid, return receipt ~~or delivery confirmation~~ requested, to it at its address specified in Section 19 18 or at such other address of which such ~~holder~~ Party shall then have been notified pursuant to said Section. ~~The Issuer and the General Partner agree~~ Each Party agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section ~~23.7~~ 22.7 shall affect the right of any ~~holder of a Note~~ Party to serve process in any manner permitted by law, or limit any right that the ~~holders of any of the Notes~~ Parties may have to bring proceedings against ~~the Issuer and/or the General Partner~~ another 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.. EQUITY ONE, INC. NOTE PURCHASE AGREEMENT (e) ~~The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement~~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 NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. -34- EQUITY ONE, INC. NOTE PURCHASE AGREEMENT If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL, L.P. BY: FIRST INDUSTRIAL REALTY TRUST~~EQUITY ONE, INC. ~~its General Partner By:~~ By /s/ ~~Xxxxx X. Xxxxx~~ Xxxxxxx Xxxxxxxx Name: ~~Xxxxx X. Xxxxx Its~~Xxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST~~EQUITY ONE, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President Senior 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~~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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President EQUITY ONE, INC. NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date hereof. ~~SYMETRA~~ MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: ~~Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory~~ Babson Capital Management LLC as Investment Adviser By: /s/ ~~Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By~~Xxxxxxx Xxxxxxx Name: ~~/s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL~~ Xxxxxxx Xxxxxxx Title: Managing Director CM LIFE INSURANCE COMPANY By: ~~Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory~~ Babson Capital Management LLC as Investment Adviser By: /s/ ~~Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel~~ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: /s/ ~~Xxxx X. Xxxx Xxxx X. Xxxx~~Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director EQUITY ONE, ~~Counsel~~ INC. NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY ~~By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx~~ Xxxxxx X. Xxxxxxx ~~Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of~~ Authorized Signatory -38- As used herein, the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of following terms have the ~~date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager~~respective meanings set forth below or set forth in the Section hereof following such term:

Appears in 1 contract

Samples: Note Purchase Agreement (Equity One, Inc.)

Jurisdiction and Process; Waiver of Jury Trial. (a) The ~~Issuer and the General Partner~~ Company irrevocably ~~submit~~ submits to the ~~non-exclusive~~ non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this ~~Agreement~~ Agreement, the Financing Agreements or the ~~Notes~~2019 Series A Bonds. To the fullest extent permitted by applicable law, the ~~Issuer~~ Company irrevocably waives and ~~the General Partner irrevocably waive and agree~~ agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The ~~Issuer and the General Partner agree~~Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section ~~23.7(a)~~ 20.8 brought in any such court shall be conclusive and binding upon it subject to rights of ~~appeal~~appeal or rehearing, 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 ~~Issuer and~~ Company hereby irrevocably appoints CT Corporation System, with offices as of the ~~General Partner consent~~ date of this Agreement at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent for service of process in relation to any action, suit or proceeding of the nature referred to in Section 20.8(a). The Company consents to process being served by or on behalf of any holder of ~~Notes in~~ a 2019 Series A Bond with respect to any ~~suit~~such any action, ~~action~~ suit or proceeding ~~of the nature referred to in Section 23.7(a)~~ by mailing a copy thereof by ~~registered, certified, priority~~ registered or ~~express~~ certified mail (or any substantially similar form of mail), postage prepaid, return receipt ~~or delivery confirmation requested,~~ requested to it CT Corporation System at ~~its~~ the address ~~specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section~~noted above. The ~~Issuer and the General Partner agree~~ Company agrees that such service upon receipt (1i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company further agrees that any failure of CT Corporation System to give notice to the Company of any such service shall not impair or affect the validity of such service of any judgment rendered in any such action, suit or proceeding. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (dc) Nothing in this Section ~~23.7~~ 20.8 shall affect the right of any holder of a ~~Note~~ 2019 Series A Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the ~~Notes~~ 2019 Series A Bonds may have to bring proceedings against the ~~Issuer and/or the General Partner~~ 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. Chugach Electric Association, Xxx.Xxxx Purchase Agreement (ed) The ~~parties~~ Parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the ~~Notes~~ 2019 Series A Bonds or any other document executed in connection herewith or therewith. -28- Chugach Electric Association, Xxx.Xxxx Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the ~~Issuer and the General Partner~~Company, whereupon this Agreement shall become a binding agreement between you and the ~~Issuer and the General Partner~~Company. Very truly yours, ~~FIRST INDUSTRIAL~~ Chugach Electric Association, ~~L.P. BY: FIRST INDUSTRIAL REALTY TRUST, INC. its General Partner By:~~ Inc. By /s/ ~~Xxxxx~~ Xxxxxx X. ~~Xxxxx~~ Xxxxxxx Name: ~~Xxxxx~~ Xxxxxx X. ~~Xxxxx~~ Xxxxxxx Its: Senior Vice President, Finance and Administration and Chief Financial Officer ~~FIRST INDUSTRIAL REALTY TRUST~~ Chugach Electric Association, ~~INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Chief Financial Officer This~~ Xxx.Xxxx Purchase Agreement ~~is hereby accepted and agreed to~~ Accepted as of the date ~~hereof~~first written above. ~~METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY~~ Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X.Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President and Managing Director METLIFE INSURANCE K.K. By: MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCO LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director GUARANTY INCOME LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director TEXAS LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILCAC LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director WILTON REASSURANCE LIFE COMPANY OF NEW YORK By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President 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: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SYMETRA LIFE INSURANCE COMPANY By: Principal Global Investors, Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Counsel By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, Counsel This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA LIFE INSURANCE COMPANY OF NEW YORK By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director CIGNA HEALTH AND LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. CINCINNATI LIFE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. CATHOLIC FINANCIAL LIFE CATHOLIC UNITED FINANCIAL WESTERN FRATERNAL LIFE ASSOCIATION UNITY FINANCIAL LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities This Agreement is hereby accepted and agreed to as of the date hereof. GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE OHIO NATIONAL LIFE INSURANCE COMPANY By: investment manager By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx ~~Title~~ Its: ~~Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION By: /s/ Xxxxxxx X.~~ Senior Director -30- Name and Address of Purchaser Principal Amount of Bonds to be Purchased TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 000 Xxxxx Xxxxxx ~~Name: Xxxxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X.~~ Xxx Xxxx, Xxx Xxxx ~~Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager~~00000 $75,000,000

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Samples: Bond Purchase Agreement (Chugach Electric Association Inc)

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