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

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and court. Each party hereto irrevocably waives, to the full extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each party hereto consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each party hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INCSOLAR CAPITAL LTD. By: /s/ Xxxxxxxxx X. Xxxxxx By Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. [REDACTED] By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:Information Relating to Purchasers [Redacted]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Credit Party, PIM and each Purchaser and holder of Notes irrevocably submits agrees that any legal action or proceeding with respect to this Agreement, the non-exclusive jurisdiction Notes, the other Transaction Documents or any of any New York State the agreements, documents or federal court sitting instruments delivered in connection herewith and therewith shall be brought in the Borough courts of Manhattanthe State of California, The City the State of New York, over or the United States of America for the Northern District of California or the Southern District of New York, and, by execution and delivery hereof, each of the Credit Parties accepts and consents to, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Required Holders in writing, with respect to any suit, action or proceeding arising out brought by any Credit Party against PIM, any Series A Purchaser or any other holder of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Credit Party, PIM and each holder of a Note irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Credit Party consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.9(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Credit Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 22.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or U.S. federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notesother Operative Documents. To the fullest extent permitted by applicable lawApplicable Law, each of the Company parties hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the parties hereto consents to process being served by or on behalf of any Noteholder in any suit, action or proceeding of the nature referred to in Section 17.10 (a) by mailing a copy thereof to it at its address as specified in Section 17.4. Each of the parties hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by Applicable Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 17.10 shall affect the right of any holder of a Note party hereto to serve process in any manner permitted by law, Applicable Law or limit any right that the holders of any of the Notes party may have to bring proceedings against the Company other party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER OPERATIVE DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Obligors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Obligors irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Obligors consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage Oaktree Capital Management, L.P. Note and Guaranty Agreement prepaid, return receipt 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 Obligors agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe Notes or any other document executed in connection herewith or therewith. 47 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 CompanyObligors, whereupon this Agreement shall become a binding agreement between you and the CompanyObligors. Very truly yours, XXXXX XXXXXXOaktree Capital Management, INC. By: L.P. By /s/ Xxxxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxxxx X. Xxxxxx Xxxxx Title: Vice PresidentChief Financial Officer By /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director and Associate General Counsel Oaktree Capital I, Treasurer L.P. By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Financial Officer By /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director, Associate General Counsel and Assistant Secretary Oaktree Capital II, L.P. By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Financial Officer By /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director, Associate General Counsel and Assistant Secretary Oaktree Capital Management, L.P. Note and Guaranty Agreement Oaktree AIF Investments, L.P. By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Financial Officer By /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director, Associate General Counsel and Assistant Secretary This Agreement is hereby accepted and agreed to as of the date thereofhereof. VENERABLE INSURANCE AND ANNUITY COMPANY By: Apollo Insurance Solutions Group LP, 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 ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, 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 ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser Oaktree Capital Management, L.P. Note and Guaranty Agreement By: Apollo Capital Management GP, LLC, its General Partner By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. VENERABLE INSURANCE AND ANNUITY COMPANY VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY COMPSOURCE MUTUAL INSURANCE COMPANY BPCE VIE BRIGHTHOUSE LIFE INSURANCE COMPANY SELECTIVE INSURANCE COMPANY OF NEW YORK SELECTIVE INSURANCE COMPANY OF AMERICA THE SAVINGS BANK MUTUAL LIFE INSURANCE COMPANY OF MASSACHUSETTS MOTORISTS LIFE INSURANCE COMPANY By: Voya Investment Management Co. LLC, as Agent By /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President NN LIFE INSURANCE COMPANY LTD. By: Voya Investment Management LLC, as Attorney in fact By /s/ C. Xxxxx Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. SUN LIFE ASSURANCE COMPANY OF CANADA, acting through its Bermuda Branch By /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director Private Fixed Income By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Private Fixed Income SUN LIFE INSURANCE (CANADA) LIMITED By /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Director Private Fixed Income By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Private Fixed Income SUN LIFE HONG KONG LIMITED By /s/ Shiuan Ting van Vuuren Name: Shiuan Ting van Vuuren Title: VP & Chief Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Nuveen Alternatives Advisors LLC, its investment manager By /s/ Xxxxxxx Xxxxxx Name: C. Xxxxx Xxxxxxx Xxxxxx Title: Senior Director 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/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Counsel By /s/ Wei-erh Chen Name: Wei-erh Chen Title: Counsel PRINCIPAL REINSURANCE COMPANY OF DELAWARE II By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: 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 a Delaware limited liability company, its authorized signatory By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Counsel By /s/ Wei-erh Chen Name: Wei-erh Chen Title: Counsel Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. BANNER LIFE INSURANCE COMPANY By: Legal & General Investment Management America, Inc., its Investment Manager By /s/ C. Xxxxx Xxxxxx Xxxx Name: C. Xxxxx Xxxxxx Xxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President Head of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx US Private Placements As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Parent and the Issuer irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Affiliate Guaranties or the Notes. To the fullest extent permitted by applicable law, the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each of the Parent and the Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Parent and the Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Parent or the Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) 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 CompanyIssuer, whereupon this Agreement shall become a binding agreement between you and the CompanyIssuer. Very truly yours, XXXXX XXXXXXSTAG INDUSTRIAL OPERATING PARTNERSHIP, INC. By: L.P., a Delaware limited partnership By /s/ Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx Title: Vice PresidentPresident STAG INDUSTRIAL, Treasurer INC., a Maryland corporation By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereofhereof. MINNESOTA LIFE INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY UNITED INSURANCE COMPANY OF AMERICA THE MUTUAL SAVINGS LIFE INSURANCE COMPANY CATHOLIC UNITED FINANCIAL CATHOLIC LIFE INSURANCE UNION COLORADO BANKERS LIFE INSURANCE COMPANY FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN FIDELITY LIFE ASSOCIATION DEARBORN NATIONAL LIFE INSURANCE COMPANY GREAT WESTERN INSURANCE COMPANY MTL INSURANCE COMPANY TRUSTMARK INSURANCE COMPANY VANTIS LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President accepted and agreed to as of the date hereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer accepted and agreed to as of the date hereof. AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Investment Officer accepted and agreed to as of the date hereof. MONY LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Investment Officer accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By: /s/ C. Xxxxx Xxxxxx Xxxxxxxxxxx Name: C. Xxxxx Xxxxxxxxxxx Title: Senior Director accepted and agreed to as of the date hereof. PRIMA MORTGAGE INVESTMENT TRUST, LLC, a Delaware limited liability company By: Prima Capital Advisors LLC, as authorized agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:Director

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Tortoise MLP Fund, Inc. Note Purchase Agreement (b) The Company consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such Holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (bc) Nothing in this Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe Notes or any other document executed in connection herewith or therewith. Tortoise MLP Fund, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXTortoise MLP Fund, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Inc. By Name: Xxxxxxxxx X. Xxxxxx TitleP. Xxxxxxx Xxxxx Its: Vice PresidentChief Financial Officer Tortoise MLP Fund, Treasurer Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Metropolitan Life Insurance Company MetLife Reinsurance Company of South Carolina, Trust Account B, by Metropolitan Life Insurance Company, its Investment Manager By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director ByName of and Address of Purchaser Notes to Be Purchased Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,500,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: /s/ C. Xxxxx Xxxxxx Bank Name: C. XX Xxxxxx Xxxxx Xxxxxx TitleBank ABA Routing #: Managing Director MetLife XXXXXX Account No: XXXXXX Account Name: Metropolitan Life Insurance Company Ref: Tortoise MLP Fund, Inc., FRN, Series K, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxx Xxxxxx X. Xxxxxxx Managing 00000-0000 Attention: Director TelephoneFax Number: 000.000.0000 (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxxxxxxx@xxxxxxx.xxx C. xxx_xxxxxx_xxx@xxxxxxx.xxx Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: XXXXXX Name of and Address of Purchaser Notes to Be Purchased MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,500,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: U.S. Bank N.A. ABA Routing #: XXXXXX DDA/General Acct No: XXXXXX For Further Credit For: XXXXXX Account Name: MRSC Trust B for the Benefit of MetLife Insurance Company of Connecticut ATTN: Xxxxx Xxxxxxxx (215) 761‑9337 or Xxxxxxxxxx Xxxxx (215) 761‑9340 Ref: XXXXXX -- Tortoise MLP Fund, Inc., FRN, Series K, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Managing Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director TelephoneFax Number: 000.000.0000 (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxxxxxx@xxxxxxx.xxx Xxxxx xxx_xxxxxx_xxx@xxxxxxx.xxx MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company Securities Investments, Law Department 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx MelvilleEsq. Name in which Notes are to be issued: MetLife Reinsurance Company of South Carolina, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer TelephoneTrust Account B Taxpayer I.D. Number: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:XXXXXX

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Nothing in this Section 22.8 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:23.9.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (c) 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 the accompanying counterpart of this Agreement and return it to the Company, whereupon this Agreement the foregoing shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXINTREPID POTASH, INC. By: /s/ Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxxxx Title: Vice President, Treasurer President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. ANNUITY ASSOCIATION OF AMERICA By: /s/ C. Xxxxx Xxxxxx X. Xxxxxx Name: C. Xxxxxx X. Xxxxxx Title: Director THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director COBANK, ACB By: /s/ C. Xxxxx Xxxxxx Xxxx X. Xxxxxxx Name: C. Xxxxx Xxxxxx Xxxx X. Xxxxxxx Title: Managing Vice President AGFIRST FARM CREDIT BANK By: /s/ Xxxx X. Xxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxx, Xx. Title: Vice President FARM CREDIT BANK OF TEXAS By: /s/ Xxxx X.X. Xxxxxxx Name: Xxxx X.X. Xxxxxxx Title: Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxxof Capital Markets GREENSTONE FARM CREDIT SERVICES, XX 00000 Xxxxxx X. Xxxxxxx Managing Director TelephoneACA/FLCA By: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx /s/ Xxxxxx Xxxxxxxx Executive Name: Xxxxxx Xxxxxxxx Title: Vice President 1ST FARM CREDIT SERVICES, PCA By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President, Chief Financial Officer TelephoneCapital Markets FARM CREDIT SERVICES OF AMERICA, PCA By: 000.000.0000 Telecopy/s/ Xxxxxx X. Xxxxx Name: 631.843.5541 EmailXxxxxx X. Xxxxx Title: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and court. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each party hereto consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each party hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, BLACKROCK XXXXX XXXXXX, INC. CAPITAL CORPORATION By: /s/ Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx Title: Vice President, Treasurer Chief Operating Officer BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Asset Management, LLC, as Investment Manager and not in its individual capacity By: /s/ C. Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Asset Management, LLC, as Investment Manager and not in its individual capacity By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director GUGGENHEIM LIFE AND ANNUITY COMPANY By: Guggenheim Partners Asset Management, LLC, as Investment Manager and not in its individual capacity By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. ATHENE REINSURANCE COMPANY By: Guggenheim Partners Asset Management, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Asset Management, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director SECURITY BENEFIT LIFE COMPANY By: Guggenheim Partners Asset Management, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Managing Director BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. SUN LIFE ASSURANCE COMPANY OF CANADA By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director Head of Private Debt Private Fixed Income By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Managing Director Head of North American Private Fixed Income SUN LIFE ASSURANCE COMPANY OF CANADA, ACTING THROUGH ITS BERMUDA BRANCH By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director Head of Private Debt Private Fixed Income By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Managing Director Head of North American Private Fixed Income This Agreement is hereby accepted and agreed to as of the date thereof. BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT SUN LIFE ASSURANCE COMPANY OF CANADA, ACTING THROUGH ITS U.S. BRANCH By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt Private Fixed Income By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Assistant Vice President and Senor Counsel SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Authorized Signer BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. CUNA MUTUAL INSURANCE SOCIETY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. PHOENIX LIFE INSURANCE COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President PHL VARIABLE INSURANCE COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. PAN-AMERICAN LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx, CFA Title: Senior Vice President & Chief Investment Officer BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director Portfolio Manager BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT This Agreement is hereby accepted and agreed to as of the date thereof. CHEROKEE INSURANCE COMPANY By: /s/ C. Xxxxx Xxxxxx Xxxx X. Xxxxxxx Name: C. Xxxxx Xxxxxx Xxxx X. Xxxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive in personam -- -------- jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes, the Collateral Agency Agreement or the NotesMortgage. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of -- -------- any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Obligor consents to process being served in any suit, action or proceeding of the nature referred to in Section 23.3(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to such Obligor at its address specified in Section 19 or at such other address of which you shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to such Obligor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 23.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against either or both of the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (cd) THE PARTIES HERETO HEREBY WAIVE EACH OBLIGOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:.