Common use of Submission of Jurisdiction Clause in Contracts

Submission of Jurisdiction. The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Xxxxxx Xxxxxx & Xxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission of Jurisdiction. The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Xxxxxx Wxxxxx Xxxxxx & Xxxxxxxx Wxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission of Jurisdiction. The Company and the Parent Guarantors hereby submits irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in of the Borough of Manhattan, The City State of New York and of the courts of the United States of America having jurisdiction in the State of New York for the purpose of any suit legal action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuitwith respect to, action or other proceeding brought arising out of, this Agreement. Each of the Company and the Parent Guarantors hereby designates and appoints, without power or revocation, the Secretary of State of the State of New York to serve as its agent for service of process in any such court has been action, suit or proceedings that may be brought in an inconvenient forum. To the extent that against the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Xxxxxx Xxxxxx & Xxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served Parent Guarantor in any such suit or proceedingof the courts referred to in this Section 22.7, and agrees that such service of process upon such agent process, or the acceptance or acknowledgement thereof by said agent, shall be deemed valid, effective and binding in every respect effective service respect. If any holder of a Note shall cause process to be served upon the Company or any Parent Guarantor by being served upon such agent, a copy of such process shall also be mailed to the Company or such Parent Guarantor by registered mail, first class postage prepaid, at the Company's or such Parent Guarantor's address set forth in Section 18. Nothing contained in this Section 22.7 shall limit the right of any holder of a Note to take proceedings against the Company or any Parent Guarantor in any such suit other court of competent jurisdiction nor, by virtue of anything contained herein, shall the taking of proceedings in one or proceedingmore jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not. CP Limited Partnership Amended and Restated Note Purchase Agreement If each of you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between each of you, the Company and the Parent Guarantors. Very truly yours, CP LIMITED PARTNERSHIP By: Chateau Communities, Inc., its General Partner By: /s/ Tamara D. Fischer ------------------------------ Name: Tamara D. Fischer Tixxx: Xxxxxxxxx Xxce President and CFO By: ROC COMMUNITIES, INC., its other General Partner By: /s/ Tamara D. Fischer ------------------------------ Name: Tamara D. Fischer Tixxx: Xxxxxxxxx Xxce President and CFO ROC COMMUNITIES, INC. By: /s/ Tamara D. Fischer --------------------------------- Name: Tamara D. Fischer Title: Xxxxxxxxx Xxxx President and CFO CHATEAU COMMUNITIES, INC. By: /s/ Tamara D. Fischer --------------------------------- Name: Tamara D. Fischer Title: Xxxxxxxxx Xxxx President and CFO CP Limited Partnership Amended and Restated Note Purchase Agreement The Company further agrees foregoing is hereby agreed to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date first written above. PACIFIC LIFE INSURANCE COMPANY By: /s/ T. Anthony Premer ----------------------------- Name: T. Anthony Xxxxxx Xxxxe: Vice President By: /s/ C.S. Dillon ----------------------------- Name: C.S. Dillon Xxxxx: Xxxistant Secretary CP Limited Partnership Amended and Restated Note Purchase Agreement The foregoing is hereby agreed to as of this Agreement.the date first written above. PACIFIC LIFE AND ANNUITY COMPANY By: /s/ Richard S. Eastlyn ----------------------------- Name: Richard X. Xxxxxxx Xxxle: Vice President By: /s/ C.S. Dillon ----------------------------- Name: C.S. Dillon Xxxxx: Xxxistant Secretary SCHEDULE A INFORMATION RELATING TO THE PURCHASERS PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF SERIES B SERIES A NOTES TO BE NAME AND ADDRESS OF PURCHASER NOTES TO BE ACQUIRED PURCHASED PACIFIC LIFE INSURANCE COMPANY $20,000,000 $30,000,000 700 Newport Center Drive (Two Xxxxx: Xxxxxxx Xxxxx, Xalifornia 92660-6397 $10,000,000 Xxxxxxxxx: Xxxxxxxxxx Xxxxrtment and $20,000,000) Facsimile: (949) 219-5406 Payments All payments on or in respect of the Xxxxx xx xx xx bank wire transfer of Federal or other immediately available funds (identifying each payment as either (i) "CP Limited Partnership, 7.52% Senior Notes due November 4, 2003, PPN 12615R A* 3 $___________, principal and/or $_________ interest" or (ii) "CP Limited Partnership, 8.30% Senior Notes due October 1, 2021, PPN 12615R A@ 1 $__________, principal and/or $__________ interest") to: Federal Reserve Bank of Boston ABA #0110-0123-4/BOS SAFE DEP DDA 125261 Attn: MBS Incxxx XX: 0053 A/C Name: Pacific Life General Account/PLCF 1810132 Regarding: Security Description and PPN Notices Xxx xxxices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such payment, to be addressed: Mellon Trust Attn: Pacific Life Accounting Team One Mellon Bank Center Room 0930 Pittsburgh, Pennsxxxxxxx 00000-0000 Xxx: (000) 000-0000 xxx