Common use of Submission to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO BASED UPON THIS GUARANTY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 XXXXX XX XXX XXXX IN EACH CASE LOCATED IN THE CITY OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS COUNTY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO THE JURISDICTION SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF ANY SUCH COURT IN PROCESS FOR ANY SUIT, ACTION OR PROCEEDINGOTHER PROCEEDING BROUGHT IN ANY SUCH COURT. GUARANTOR DOES HEREBY DESIGNATE THE PARTIES IRREVOCABLY AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT UNCONDITIONALLY WAIVE ANY OBJECTION TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND ALL PROCESS WHICH MAY BE SERVED IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR BROUGHT IN ANY SUCH SUIT, ACTION OR PROCEEDING COURT HAS BEEN BROUGHT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORINCONVENIENT FORUM.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 4TH FLOOR, 000 XXXXXXX XXXXXX, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORK. GUARANTOR LITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (IWITHOUT A JURY) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS BY THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORCOURT.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER WITH RESPECT TO THIS AGREEMENT OR GUARANTOR ARISING ANY OTHER PARI PASSU DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HEREUNDER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER PARI PASSU DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER ANY PARTY HEREUNDER. EACH OF THE PARTIES HEREUNDER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, IN THE MANNER PROVIDED FOR NOTICES IN SECTION 4.9, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH DELIVERY. EACH OF THE PARTIES HEREUNDER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL ACTION OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER PARI PASSU DOCUMENT THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED WAS IN ANY WAY INVALID OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED INEFFECTIVE. NOTHING HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE AFFECT THE RIGHT OF ANY PARI PASSU SECURED PARTY TO SERVE PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OTHER MANNER PERMITTED BY LAW OR PROCEEDING TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY HEREUNDER IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOROTHER JURISDICTION.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE NOTES MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MAIL OR MESSENGER DIRECTED TO IT AS PROVIDED IN SECTION 15.4 AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR FIVE BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN MAILED TO THE COMPANY IN ACCORDANCE HEREWITH. NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY HOLDER OF NOTES TO SERVE LEGAL SUIT, PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY JURISDICTION AGAINST LENDER THE COMPANY OR GUARANTOR TO ENFORCE A JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION. THE COMPANY ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL AGREEMENT, THE NOTES OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 4TH FLOOR, 000 XXXXXXX XXXXXX, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN Section 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS Section 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORK. GUARANTOR LITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (IWITHOUT A JURY) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS BY THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORCOURT.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWER’S OR SUCH SUIT, ACTION CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 4TH FLOOR, 000 XXXXXXX XXXXXX, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR A PERIOD OF NINE YEARS FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 119 SIGNATURES Dated as of , 2012 STUDIO CITY FINANCE LIMITED By: Name: Title: STUDIO CITY INVESTMENTS LIMITED By: Name: Title: STUDIO CITY COMPANY LIMITED By: Name: Title: STUDIO CITY HOLDING TWO LIMITED By: Name: Title: STUDIO CITY ENTERTAINMENT LIMITED By: Name: Title: STUDIO CITY SERVICES LIMITED By: Name: Title: STUDIO CITY HOTELS LIMITED By: Name: Title: SCP HOLDINGS LIMITED By: Name: Title: STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: Name: Title: SCP ONE LIMITED By: Name: Title: SCP TWO LIMITED By: Name: Title: STUDIO CITY DEVELOPMENTS LIMITED By: Name: Title: DB TRUSTEES (IHONG KONG) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERLIMITED, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee and Collateral Agent By: Name: Title: By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Principal Paying Agent, U.S. Registrar and Transfer Agent By: Name: Title: By: Name: Title: DEUTSCHE BANK LUXEMBOURG S.A., as European Registrar By: Name: Title: By: Name: Title: EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 8.500% Senior Notes due 2020 No. US$ STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN NEW YORKWORDS] U.S. DOLLARS on December 1, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2020. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20 IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: , 20 STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authentication Agent for the Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY (1I) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, IF THE CHANCERY COURT OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY LEGAL SUITSTATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE) OVER ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, (II) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE, CLAIM OR CAUSE OF ACTION BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE AND (III) AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING BROUGHT BY OR AGAINST LENDER IT, DIRECTLY OR GUARANTOR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORAGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) EACH GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST LENDER DISPUTES BETWEEN SUCH GRANTOR AND THE SECURED PARTY PERTAINING TO THIS AGREEMENT OR GUARANTOR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT; PROVIDED, THAT THE SECURED PARTY AND SUCH GRANTOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE SECURED OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 FAVOR OF THE NEW YORK GENERAL OBLIGATIONS LAW SECURED PARTY. EACH GRANTOR EXPRESSLY SUBMITS AND GUARANTOR CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND SUCH GRANTOR HEREBY WAIVES ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR CONVENIENS. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH GRANTOR AT SAID THE ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR SET FORTH IN THE MANNER PROVIDED HEREIN NOTE AND THAT SERVICE SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION GRANTOR’S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1i) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, EACH HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE PROPERTY IS LOCATED OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT OR ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OTHER OF THE NEW YORK GENERAL OBLIGATIONS LAW LOAN DOCUMENTS, (ii) HEREBY UNCONDITIONALLY AND GUARANTOR IRREVOCABLY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS CLAIM TO ASSERT THAT THE LAW OF ANY SUCH SUITOTHER JURISDICTION GOVERNS THIS AGREEMENT, ACTION OR PROCEEDINGTHE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA EXCEPT AS SPECIFICALLY SET FORTH HEREIN, AND GUARANTOR HEREBY IRREVOCABLY (iii) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (iv) AGREES THAT INDEMNITOR WILL NOT BRING ANY SUCH COURT ACTION, SUIT Exhibit 10.9 OR PROCEEDING IN ANY SUITOTHER FORUM WITH RESPECT TO THIS AGREEMENT (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE INDEMNITOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL BY REGISTERED OR STATE COURT IN NEW YORKCERTIFIED U.S. MAIL, NEW YORKPOSTAGE PREPAID, TO THE AUTHORIZED AGENT FOR INDEMNITOR AT THE ADDRESS FOR NOTICES DESCRIBED ABOVE, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE UPON INDEMNITOR (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR PARTY ARISING OUT OF OR RELATING TO THIS GUARANTY HERETO MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT OF COMPETENT JURISDICTION IN XXX XXXXX, XXXXXX XXX XXXX XX XXX XXXXXXXX TO THE EXTENT PERMITTED BY APPLICABLE LAW. BY EXECUTING AND DELIVERING THIS AGREEMENT, XXXXXX XX XXX XXXXEACH PARTY, PURSUANT FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY, TO SECTION 5-1402 THE EXTENT PERMITTED BY APPLICABLE LAW (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NON‑EXCLUSIVE JURISDICTION AND VENUE OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR SUCH COURTS; (ii) WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR DEFENSE OF FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT – Page 9 REQUESTED, TO THE STATE OF NEW YORK. GUARANTOR APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 5.8; AND (Iiv) SHALL GIVE PROMPT NOTICE AGREES THAT SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO LENDER OF CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT SUCH PROCEEDING IN ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)SUCH COURT, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOREVERY RESPECT.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) MORTGAGOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE PROPERTY IS LOCATED OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THE NOTE, THIS GUARANTY MORTGAGE OR ANY OTHER OF THE LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT OF COMPETENT JURISDICTION OVER THE COUNTY IN XXX XXXX XX XXX XXXXWHICH THE PROPERTY IS LOCATED, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (iii) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (iv) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF MORTGAGEE TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE MORTGAGOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO MORTGAGOR AT THE ADDRESS FOR NOTICES DESCRIBED IN ANY FEDERAL OR STATE COURT IN NEW YORKSECTION 4.5 HEREOF, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND LENDER HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CONNECTICUT SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER AND BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF CONNECTICUT; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND LENDER EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND LENDER HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR LENDER AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER’S OR PROCEEDING LENDER’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE PROPERTY IS LOCATED OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THE NOTE, THIS GUARANTY SECURITY DEED OR ANY OTHER OF THE LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT OF COMPETENT JURISDICTION OVER THE COUNTY IN XXX XXXX XX XXX XXXXWHICH THE PROPERTY IS LOCATED, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (iii) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (iv) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF GRANTEE TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM OR GRANTOR'S ABILITY TO ACCESS SUCH OTHER FORUM IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING BROUGHT BY GRANTEE). GUARANTOR DOES HEREBY DESIGNATE GRANTOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GRANTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN ANY FEDERAL OR STATE COURT IN NEW YORKSECTION 4.5 HEREOF, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CALIFORNIA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN SUCH BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, SUCH BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF CALIFORNIA; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. SUCH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES SUCH BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. Each BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER'S OR PROCEEDING SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN New York SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF New York; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWER'S OR SUCH SUIT, ACTION CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, XXXXXX KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS GUARANTY NOTE, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT OF COMPETENT JURISDICTION IN XXX XXXX XX XXX XXXXTHE COMMONWEALTH OF PENNSYLVANIA, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (D) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT BORROWER WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, ACTION SUIT OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE PROCEEDING IN ANY OTHER FORUM) AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT BORROWER FURTHER CONSENTS AND AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL BY REGISTERED OR STATE COURT IN NEW YORKCERTIFIED U.S. MAIL, NEW YORKPOSTAGE PREPAID, TO BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED ON THE FIRST PAGE HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN SUCH BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, SUCH BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. SUCH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES SUCH BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. EACH BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER'S OR PROCEEDING SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 4TH FLOOR, 000 XXXXXXX XXXXXX, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 101 SIGNATURES Dated as of February 11, 2019 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THERE LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: Name: Title: STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: Name: Title: SCP ONE LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: Name: Title: STUDIO CITY SERVICES LIMITED By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: Name: Title: SCP HOLDINGS LIMITED By: Name: Title: STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: Name: Title: SCP TWO LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name. Xxxxxxx X. Xxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory STUDIO CITY (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERHK)TWO LIMITED By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK TRUST COMPANY AMERICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: Deutsche Bank National Trust Company By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxxxx Name. Xxxxxx X. Xxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: Deutsche Bank National Trust Company By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxxxx Name. Xxxxxx X. Xxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 7.250% Senior Notes due 2024 No.___ __________ STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of __________ [NUMBER IN NEW YORKWORDS] February 11, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2024. Interest Payment Dates: February 11 and August 11 Record Dates: January 27 and July 27 Dated: _______________, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20__ IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORthe Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: _______________, 20__ STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: _______________, 20__ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: ____________________________ Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED 7.250% SENIOR NOTES DUE 2024 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) THE BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, AND THE BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR BORROWER HEREBY WAIVES ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR CONVENIENS. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT SAID THE ADDRESS SET FORTH IN SECTION 14.6 ABOVE AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN THE CITY OF CHICAGO FOR PURPOSES OF ALL LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE LAYING OF THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, PROCEEDING BROUGHT IN SUCH A COURT AND GUARANTOR ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER HEREBY IRREVOCABLY SUBMITS WAIVES ANY AND ALL RIGHT TO THE JURISDICTION OF ANY SUCH COURT TRIAL BY JURY IN ANY SUITLEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY In Witness Whereof, ACTION OR PROCEEDINGthe parties hereto have caused this Agreement to be duly executed and delivered in Chicago, Illinois by their duly authorized officers as of the day and year first above written. GUARANTOR DOES HEREBY DESIGNATE AND APPOINTPEOPLES ENERGY CORPORATION By: [Corporation Service Company 1180 /s/ X. X. Xxxxxxxx Its: Vice President and Treasurer Commitment: $21,000,000 ABN AMRO BANK N.V., in its individual capacity as a Bank and as Agent By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President __________________________________ By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President Address for notices: ABN AMRO Bank N.V. 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 With copy to: ABN AMRO Bank N.V. 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxx Xxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Lending Offices: Base Rate Loans: 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 000000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 LIBOR Loans: Same as for Base Rate Loans BANKS: Address and Amount of Revolving Credit Commitments: Address: BANK ONE, NA Main Office Chicago 0 Xxxx Xxx Xxxxx, Xxxxx XX-0000 Xxxxxxx, XX 00000 Attn.: Xxxxxx Xxxxxxx-Xxxxx By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 0 Xxxx Xxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn.: Xxxxxx Xxxxxxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $16,500,000 Lending Offices: Base Rate Loans: 0 Xxxx Xxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn.: Xxxxxx Xxxxxxxxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: BANK OF AMERICA, N.A. 000 X. Xxxxx Street Charlotte, NC 28255 Mailcode NC1-007-16-13 Attn.: Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Associate Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 000 Xxxx Xxxxxx Mailcode TXI-492-14-06 Dallas, TX 75202-3714 Attn.: Xxxxxx Xxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $16,500,000 Lending Offices: Base Rate Loans: 000 Xxxx Xxxxxx Xxxxxxxx XXX-000-00-00 Xxxxxx, XX 00000-0000 Attn.: Xxxxxx Xxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: BANK OF MONTREAL 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.: Xxxxxxx X. Xxxxxxxxx, Director By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Director Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 000 X. XxXxxxx Street, 111-11W Chicago, IL 60603 Attn.: Keiko Kuze Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $13,800,000 Lending Offices: Base Rate Loans: 000 X. XxXxxxx Street, 111-11W Chicago, IL 60603 Attn.: Keiko Kuze LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE NORTHERN TRUST COMPANY 00 X. XxXxxxx Street Chicago, IL 60675 Attn.: Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Officer Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 00 X. XxXxxxx Street, 11th Floor Chicago, IL 60675 Attn.: Xxxxx Honda Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $13,800,000 Lending Offices: Base Rate Loans: 00 X. XxXxxxx Street, 11th Floor Chicago, IL 60675 Attn.: Xxxxx Honda LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch 1211 Avenue of the Americas - 23rd Floor New York, NY 10036 Attn.: Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx III /s/ Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx III Xxxxx X. Xxxxxx Title: Vice President Associate Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 0000 Xxxxxx xx xxx Xxxxxxxx - 00xx Xxxxx 000 Xxx Xxxx, XX 00000 Attn.: Xxxxxx Xxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $13,800,000 Lending Offices: Base Rate Loans: 0000 Xxxxxx xx xxx Xxxxxxxx - 00xx Xxxxx Xxx Xxxx, XX 00000 Attn.: Xxxxxx Xxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE DAI-ICHI-KANGYO BANK, LTD. 00 Xxxxx Xxxxxx Xx., 26th Floor Chicago, IL 60606 Attn.: Xxxxxxx Xxxxxxxx By: /s/ Nobuvasu Fukatsu Name: Nobuvasu Fukatsu Title: General Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 00 Xxxxx Xxxxxx Xx., 26th Floor Chicago, IL 60606 Attn.: Xxxx Xxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $13,800,000 Lending Offices: Base Rate Loans: Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attn.: Xxxxxx Xxxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE INDUSTRIAL BANK OF JAPAN, LTD. 000 Xxxx Xxxxxx Xx., Xxxxx 0000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Joint General Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: Credit Administration #1 Department 1251 Avenue of the Americas Xxx Xxxx, XX 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE -0000 Attn.: Xxxxx Xxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $13,800,000 Lending Offices: Base Rate Loans: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Attn.: New York Branch LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: MERCANTILE BANK NATIONAL ASSOCIATION Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xx. Xxxxx, XX 00000 Attn.: Xx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xx. Xxxxx, XX 00000 Attn.: Xxxxxxxx Xxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,000,000 Lending Offices: Base Rate Loans: Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xx. Xxxxx, XX 00000 Attn.: Xxxxxxxx Xxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE BANK OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUITTOKYO-MITSUBISHI LTD., ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORKChicago Branch 00 X. Xxxxxx Street, NEW YORKSuite 2300 Chicago, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUITIL 60606 Attn.: Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Deputy General Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 00 X. Xxxxxx Street, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR Suite 2300 Chicago, IL 60606 Attn.: Xxxx Xxxxxx/Xxxxx Xxxxxxxxx Telecopy: (I000) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,000,000 Lending Offices: Base Rate Loans: 00 X. Xxxxxx Street, Suite 2300 Chicago, IL 60606 Attn.: Xxxx Xxxxxx/Xxxxx Xxxxxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: CREDIT LYONNAIS Chicago Branch 000 X. Xxxxxx St., Suite 3800 Chicago, IL 60606 Attn.: Xxxxx Xxxxxxx By: /s/ Guido Van Hauwermeiren Name: Guido Van Hauwermeiren Title: First Vice President Telecopy: (II000) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE 000-0000 Midwest Regional Manager Telephone: (000) 000-0000 With a copy to: 000 X. Xxxxxx St., Suite 3800 Chicago, IL 60606 Attn.: Xxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,000,000 Lending Offices: Base Rate Loans: 000 X. Xxxxxx St., Suite 3800 Chicago, IL 60606 Attn.: Xxxxxx Xxxxxxx LIBOR Loans: Same as Base Rate Loans EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORKNOTE March 10, NEW YORK 2000 FOR VALUE RECEIVED, the undersigned, Peoples Energy Corporation., an Illinois corporation (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSthe "Borrower"), AND promises to pay to the order of ___________________(IIIthe "Bank") SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of ABN AMRO Bank N.V., in Chicago, Illinois, in U.S. Dollars in accordance with Section 4.1 of the Credit Agreement, the aggregate unpaid principal of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a LIBOR Loan and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Credit Agreement dated as of March 10, 2000, among the Borrower, ABN AMRO Bank N.V., as Agent, and the Banks party thereto (the "Credit Agreement"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. PEOPLES ENERGY CORPORATION By: Its: EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to ABN AMRO Bank N.V., as Agent pursuant to the Credit Agreement (the "Credit Agreement") dated as of March 10, 2000, by and among Peoples Energy Corporation, the Banks from time to time party thereto and ABN AMRO Bank N.V. as Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: I am the duly elected or appointed ___________________of Peoples Energy Corporation; I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Peoples Energy Corporation and its Subsidiaries during the accounting period covered by the attached financial statements; The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and Schedule 1 attached hereto sets forth the list of Subsidiaries, Material Subsidiaries and Significant Subsidiaries in existence as of the date hereof. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ The foregoing certifications, together with the list set forth in Schedule 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___________day of __________, 20 __. __________________________ SCHEDULE 1 TO HAVE AN OFFICE IN NEW YORKCOMPLIANCE CERTIFICATE List of Subsidiaries, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORMaterial Subsidiaries and Significant Subsidiaries EXHIBIT C [LETTERHEAD OF BORROWER'S COUNSEL] March 10, 2000 To the Agent and each of the Banks Referred to Below c/o ABN AMRO Bank N.V., as Agent 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Ladies and Gentlemen: As Assistant General Counsel and Secretary of Peoples Energy Corporation (the "Borrower"), I have acted as counsel to the Borrower in connection with (i) the Credit Agreement (the "Credit Agreement") dated as of March 10, 2000 among the Borrower, the Banks party thereto and ABN AMRO Bank N.V., as Agent and (ii) the Notes (as defined in the Credit Agreement). The Credit Agreement and the Notes, are herein referred to collectively as the "Credit Documents." Capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement. I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as copies. When relevant facts were not independently established, I have relied upon statements of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates of appropriate representatives of the Borrower. In rendering the opinions expressed below, I have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Borrower):

Submission to Jurisdiction; Waiver of Jury Trial. (1) The Company and the Guarantors each hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all legal proceedings arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. The Company and the Guarantors each irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE COMPANY, THE GUARANTORS, AND THE BANK HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 27th day of January, 2006. "COMPANY" OIL-DRI CORPORATION OF AMERICA By /s/ Jeffrey M. Libert -------------------------------- Name Jeffrey M. Libert -------------------------- Title VP, Finance & Treasurer -------------------------- "GUARANTORS" OIL-DRI CORPORATION OF GEORGIA By /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- OIL-DRI PRODUCTION COMPANY By /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- OIL-DRI CORPORATION OF NEVADA By /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- MOUNDS PRODUCTION COMPANY, LLC BY MOUNDS MANAGEMENT, INC., ITS MANAGING MEMBER By /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- MOUNDS MANAGEMENT, INC. By /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- BLUE MOUNTAIN PRODUCTION COMPANY By /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- TAFT PRODUCTION COMPANY Xx /s/ Charles P. Brissman -------------------------------- Name Charles P.Brissman -------------------------- Title Vice President -------------------------- Accepted and agreed to at Chicago, Illinois, as of the day and year last above written. HARRIS N.A. By /s/ Gxxxxx Xxxxx, Director -------------------------------- Name George Dluhy -------------------------- Title Director -------------------------- EXHIBIT A OIL-DRI CORPORATION OF AMERICA REVOLVING NOTE Chicago, Illinois $15,000,000 January 27, 2006 On the Termination Date, for value received, the undersigned, Oil-Dri Corporation of America, a Delaware corporation (the "Company"), hereby promises to pay to the order of Harris N.A. (the "Bank") at its main office at 111 West Monroe Strxxx, Xxxxxgo, Illinois, the principal sum of Xxxxxxx Xxxxxxx xxx xx/000 Xxxxxxx ($00,000,000), or (ii) such lesser amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all Loans owing from the Company to the Bank under the Revolving Credit provided for in the Credit Agreement hereinafter mentioned. This Note evidences Loans made or to be made to the Company by the Bank under the Revolving Credit provided for under that certain Credit Agreement dated as of January 27, 2006, between the Company and the Bank (said Credit Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the "Credit Agreement"); and the Company hereby promises to pay interest at the office described above on such Loans evidenced hereby at the rates and at the times and in the manner specified therefor in the Credit Agreement. This Note is issued by the Company under the terms and provisions of the Credit Agreement, and this Note and the holder hereof are entitled to all of the benefits provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity and voluntary prepayments may be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement. The Company hereby promises to pay all costs and expenses (including reasonable attorneys' fees) suffered or incurred by the holder hereof in collecting this Note or enforcing any rights in any collateral therefor. The Company hereby waives presentment for payment and demand. THIS GUARANTY MAY AT LENDER’S OPTION NOTE SHALL BE INSTITUTED CONSTRUED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDINGACCORDANCE WITH, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO GOVERNED BY, THE JURISDICTION INTERNAL LAWS OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORKILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. GUARANTOR OIL-DRI CORPORATION OF AMERICA By /s/ Jeffrey M. Libert -------------------------------- Name Jeffrey M. Libert -------------------------- Title VP, Finance & Treasurer -------------------------- EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to Harris N.A. (Ithe "Bank") SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERpursuant to that certain Credit Agreement xxxxx xx of January 27, 2006, by and between Oil-Dri Corporation of America (IIthe "Company") MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORKand the Bank (the "Credit Agreement"). Unless otherwise defined herein, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.UNDERSIGNED HEREBY CERTIFIES THAT:

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF ------------------------------------------------ HOLDINGS AND THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE NOTES MAY BE LITIGATED IN SUCH COURTS, AND EACH OF HOLDINGS AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING -------------------- IN ANY SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MAIL OR MESSENGER DIRECTED TO IT AS PROVIDED IN SECTION 17.4 AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR FIVE BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN MAILED TO HOLDINGS OR THE COMPANY (1AS THE CASE MAY BE) IN ACCORDANCE HEREWITH. NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY NOTEHOLDER OR YOU TO SERVE LEGAL SUIT, PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY JURISDICTION AGAINST LENDER HOLDINGS OR GUARANTOR THE COMPANY OR TO ENFORCE A JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION. EACH OF HOLDINGS AND THE COMPANY ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE NOTES OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR A PERIOD OF NINE YEARS FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR (I) SHALL GIVE PROMPT NOTICE SIGNATURES Dated as of June 6, 2017 The Company MELCO RESORTS FINANCE LIMITED By: /s/ Xxx Man Xxxxx Name: Xxx Man Xxxxx Title: Director DEDUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent By: Deutsche Bank National Trust Company By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President By: /s/ XXXXXX XXXXXXX Name: XXXXXX XXXXXXX Title: VICE PRESIDENT SIGNATURE PAGE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERINDENTURE EXHIBIT A [Face of Note] [Insert the Global Note Legend, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: 4.875% Senior Notes due 2025 No. US$ MELCO RESORTS FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN NEW YORKWORDS] U.S. DOLLARS on June 6, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2025. Interest Payment Dates: June 6 and December 6 Record Dates: May 22 and November 21 Dated: , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20 IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officer referred to below. Dated: , 20 MELCO RESORTS FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Deutsche Bank National Trust Company By: Name: Title: [Back of Note] MELCO RESORTS FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN XXXX COUNTY, ILLINOIS, OR OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 4D(i), SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER ANY GUARANTOR IN ANY OTHER JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN BOROUGH OF MANHATTAN IN NEW YORK CITY, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 4D(i), SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF PRUDENTIAL OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER ANY GUARANTOR IN ANY OTHER JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED OR THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING IN CONNECTION WITH ANY FEDERAL CLAIMS OR STATE COURT DISPUTES RELATING THERETO, WHETHER SOUNDING IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW CONTRACT OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSTORT), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN ARIZONA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUITCLAIMS OR DISPUTES BETWEEN OR AMONG SENIOR LENDER, ACTION THE SUBORDINATED LENDER AND THE COMPANY PERTAINING TO THIS AGREEMENT OR PROCEEDING AGAINST LENDER OR GUARANTOR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT; PROVIDED, THAT EACH OF THE SUBORDINATED CREDITOR AND THE COMPANY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF ARIZONA; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO ENFORCE A JUDGMENT OR STATE OTHER COURT ORDER IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 FAVOR OF SENIOR LENDER. EACH OF THE NEW YORK GENERAL OBLIGATIONS LAW SUBORDINATED CREDITOR AND GUARANTOR THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE SUBORDINATED CREDITOR AND THE COMPANY HEREBY WAIVES ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS CONVENIENS. EACH OF ANY SUCH SUIT, ACTION OR PROCEEDING, THE SUBORDINATED CREDITOR AND GUARANTOR THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT SAID THE ADDRESS SET FORTH IN SECTION 6.3 HEREOF AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION PARTY’S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN THE CITY OF CHICAGO FOR PURPOSES OF ALL LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE LAYING OF THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, PROCEEDING BROUGHT IN SUCH A COURT AND GUARANTOR ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER HEREBY IRREVOCABLY SUBMITS WAIVES ANY AND ALL RIGHT TO THE JURISDICTION OF ANY SUCH COURT TRIAL BY JURY IN ANY SUITLEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY In Witness Whereof, ACTION OR PROCEEDINGthe parties hereto have caused this Agreement to be duly executed and delivered in Chicago, Illinois by their duly authorized officers as of the day and year first above written. GUARANTOR DOES HEREBY DESIGNATE AND APPOINTPEOPLES ENERGY CORPORATION By: [Corporation Service Company 1180 /s/ X. X. Xxxxxxxx Its: Vice President and Treasurer Commitment: $14,000,000 ABN AMRO BANK N.V., in its individual capacity as a Bank and as Agent By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President __________________________________ By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President Address for notices: ABN AMRO Bank N.V. 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 With copy to: ABN AMRO Bank N.V. 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxx Xxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Lending Offices: Base Rate Loans: 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 000000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 LIBOR Loans: Same as for Base Rate Loans BANKS: Address and Amount of Revolving Credit Commitments: Address: BANK ONE, NA Main Office Chicago 0 Xxxx Xxx Xxxxx, Xxxxx XX-0000 Xxxxxxx, XX 00000 Attn.: Xxxxxx Xxxxxxx-Xxxxx By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 0 Xxxx Xxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn.: Xxxxxx Xxxxxxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $11,000,000 Lending Offices: Base Rate Loans: 0 Xxxx Xxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn.: Xxxxxx Xxxxxxxxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: BANK OF AMERICA, N.A. 000 X. Xxxxx Street Charlotte, NC 28255 Mailcode NC1-007-16-13 Attn.: Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Associate Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 000 Xxxx Xxxxxx Mailcode TXI-492-14-06 Dallas, TX 75202-3714 Attn.: Xxxxxx Xxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $11,000,000 Lending Offices: Base Rate Loans: 000 Xxxx Xxxxxx Xxxxxxxx XXX-000-00-00 Xxxxxx, XX 00000-0000 Attn.: Xxxxxx Xxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: BANK OF MONTREAL 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.: Xxxxxxx X. Xxxxxxxxx, Director By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Director Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 000 X. XxXxxxx Street, 111-11W Chicago, IL 60603 Attn.: Keiko Kuze Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,200,000 Lending Offices: Base Rate Loans: 000 X. XxXxxxx Street, 111-11W Chicago, IL 60603 Attn.: Keiko Kuze LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE NORTHERN TRUST COMPANY 00 X. XxXxxxx Street Chicago, IL 60675 Attn.: Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Officer Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 00 X. XxXxxxx Street, 11th Floor Chicago, IL 60675 Attn.: Xxxxx Honda Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,200,000 Lending Offices: Base Rate Loans: 00 X. XxXxxxx Street, 11th Floor Chicago, IL 60675 Attn.: Xxxxx Honda LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch 1211 Avenue of the Americas - 23rd Floor New York, NY 10036 Attn.: Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx III /s/ Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx III Xxxxx X. Xxxxxx Title: Vice President Associate Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 0000 Xxxxxx xx xxx Xxxxxxxx - 00xx Xxxxx 000 Xxx Xxxx, XX 00000 Attn.: Xxxxxx Xxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,200,000 Lending Offices: Base Rate Loans: 0000 Xxxxxx xx xxx Xxxxxxxx - 00xx Xxxxx Xxx Xxxx, XX 00000 Attn.: Xxxxxx Xxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE DAI-ICHI-KANGYO BANK, LTD. 00 Xxxxx Xxxxxx Xx., 26th Floor Chicago, IL 60606 Attn.: Xxxxxxx Xxxxxxxx By: /s/ Nobuyasu Fukatsu Name: Nobuyasu Fukatsu Title: General Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 00 Xxxxx Xxxxxx Xx., 26th Floor Chicago, IL 60606 Attn.: Xxxx Xxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,200,000 Lending Offices: Base Rate Loans: Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attn.: Xxxxxx Xxxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE INDUSTRIAL BANK OF JAPAN, LTD. 000 Xxxx Xxxxxx Xx., Xxxxx 0000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Joint General Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: Credit Administration #1 Department 1251 Avenue of the Americas Xxx Xxxx, XX 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE -0000 Attn.: Xxxxx Xxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $9,200,000 Lending Offices: Base Rate Loans: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Attn.: New York Branch LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: MERCANTILE BANK NATIONAL ASSOCIATION Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xx. Xxxxx, XX 00000 Attn.: Xx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xx. Xxxxx, XX 00000 Attn.: Xxxxxxxx Xxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $6,000,000 Lending Offices: Base Rate Loans: Xxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xx. Xxxxx, XX 00000 Attn.: Xxxxxxxx Xxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: THE BANK OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUITTOKYO-MITSUBISHI LTD., ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORKChicago Branch 00 X. Xxxxxx Street, NEW YORKSuite 2300 Chicago, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUITIL 60606 Attn.: Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Deputy General Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy to: 00 X. Xxxxxx Street, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR Suite 2300 Chicago, IL 60606 Attn.: Xxxx Xxxxxx/Xxxxx Xxxxxxxxx Telecopy: (I000) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $6,000,000 Lending Offices: Base Rate Loans: 00 X. Xxxxxx Street, Suite 2300 Chicago, IL 60606 Attn.: Xxxx Xxxxxx/Xxxxx Xxxxxxxxx LIBOR Loans: Same as Base Rate Loans Address and Amount of Revolving Credit Commitments: Address: CREDIT LYONNAIS Chicago Branch 000 X. Xxxxxx St., Suite 3800 Chicago, IL 60606 Attn.: Xxxxx Xxxxxxx By: /s/ Guido Van Hauwermeiren Name: Guido Van Hauwermeiren Title: First Vice President Telecopy: (II000) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE 000-0000 Midwest Regional Manager Telephone: (000) 000-0000 With a copy to: 000 X. Xxxxxx St., Suite 3800 Chicago, IL 60606 Attn.: Xxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Revolving Credit Commitment: $6,000,000 Lending Offices: Base Rate Loans: 000 X. Xxxxxx St., Suite 3800 Chicago, IL 60606 Attn.: Xxxxxx Xxxxxxx LIBOR Loans: Same as Base Rate Loans EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORKNOTE March 10, NEW YORK 2000 FOR VALUE RECEIVED, the undersigned, Peoples Energy Corporation., an Illinois corporation (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSthe "Borrower"), AND promises to pay to the order of ___________________(IIIthe "Bank") SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of ABN AMRO Bank N.V., in Chicago, Illinois, in U.S. Dollars in accordance with Section 4.1 of the Credit Agreement, the aggregate unpaid principal of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a LIBOR Loan and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Credit Agreement dated as of March 10, 2000, among the Borrower, ABN AMRO Bank N.V., as Agent, and the Banks party thereto (the "Credit Agreement"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. PEOPLES ENERGY CORPORATION By:__________________________________ Its:__________________________________ EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to ABN AMRO Bank N.V., as Agent pursuant to the Credit Agreement (the "Credit Agreement") dated as of March 10, 2000, by and among Peoples Energy Corporation, the Banks from time to time party thereto and ABN AMRO Bank N.V. as Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: I am the duly elected or appointed ___________________of Peoples Energy Corporation; I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Peoples Energy Corporation and its Subsidiaries during the accounting period covered by the attached financial statements; The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and Schedule 1 attached hereto sets forth the list of Subsidiaries, Material Subsidiaries and Significant Subsidiaries in existence as of the date hereof. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ The foregoing certifications, together with the list set forth in Schedule 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___________day of __________, 20 __. _____________________________ SCHEDULE 1 TO HAVE AN OFFICE IN NEW YORKCOMPLIANCE CERTIFICATE List of Subsidiaries, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORMaterial Subsidiaries and Significant Subsidiaries EXHIBIT C [LETTERHEAD OF BORROWER'S COUNSEL] March 10, 2000 To the Agent and each of the Banks Referred to Below c/o ABN AMRO Bank N.V., as Agent 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Ladies and Gentlemen: As Assistant General Counsel and Secretary of Peoples Energy Corporation (the "Borrower"), I have acted as counsel to the Borrower in connection with (i) the Credit Agreement (the "Credit Agreement") dated as of March 10, 2000 among the Borrower, the Banks party thereto and ABN AMRO Bank N.V., as Agent and (ii) the Notes (as defined in the Credit Agreement). The Credit Agreement and the Notes, are herein referred to collectively as the "Credit Documents." Capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement. I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as copies. When relevant facts were not independently established, I have relied upon statements of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates of appropriate representatives of the Borrower. In rendering the opinions expressed below, I have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Borrower):

Submission to Jurisdiction; Waiver of Jury Trial. (1a) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ANY BORROWER ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE SUPERIOR COURT IN XXX XXXX XX XXX XXXXTHE CITY OF TORONTO, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 PROVINCE OF THE NEW YORK GENERAL OBLIGATIONS LAW ONTARIO AND GUARANTOR EACH BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR EACH BORROWER DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx XxxxCSC NORTH AMERICA C/O XXXXXX XXXXXXX 00 X’XXXXXX XXXXXX SUITE 1600 OTTAWA, Xxx Xxxx 00000] ONTARIO XXX 1A4 ATTENTION: XXXXX X. XXXXXXX AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORKTORONTO, NEW YORK, ONTARIO AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR SUCH BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE PROVINCE OF NEW YORK. GUARANTOR ONTARIO EACH BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORKTORONTO, NEW YORK ONTARIO (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORKTORONTO, NEW YORK ONTARIO OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000 , ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 101 SIGNATURES Dated as of January 14, 2021 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] SCP TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENTS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY (IHK) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERTWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] DEUTSCHE BANK TRUST COMPANY AMERICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 5.000% Senior Notes due 2029 No.___ STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of __________ [NUMBER IN NEW YORKWORDS] on January 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2029. Interest Payment Dates: January 15 and July 15 Record Dates: December 31 and June 30 Dated: _______________, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20__ IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORthe Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: _______________, 20__ STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: _______________, 20__ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED 5.000% SENIOR NOTES DUE 2029 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Submission to Jurisdiction; Waiver of Jury Trial. ETC. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ANY NOTE OR ANY OTHER LOAN DOCUMENT, EACH BORROWER HEREBY IRREVOCABLY (1a) SUBMITS TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF ANY LEGAL STATE OR FEDERAL COURT IN THE STATE OF CONNECTICUT IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT OR THE NOTES OR ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OTHER LOAN DOCUMENTS; (b) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDINGOTHER LEGAL PROCEEDING MAY BE HEARD AND DETERMINED IN, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS ENFORCED IN AND BY, ANY SUCH COURT; (c) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM; (d) AGREES TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWERS' AGENT AT ITS ADDRESS SET FORTH HEREIN OR TO SUCH OTHER ADDRESS OF WHICH LENDER SHALL HAVE BEEN NOTIFIED IN WRITING (SUCH SERVICE TO BE EFFECTIVE ON THE EARLIER OF RECEIPT THEREOF OR, IN THE CASE OF SERVICE BY MAIL, THE 5TH DAY AFTER DEPOSIT OF SUCH SERVICE IN THE MAILS AS AFORESAID), (e) AGREES THAT THE FAILURE OF BORROWERS' AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO IT SHALL NOT IMPAIR OR EFFECT THE VALIDITY OF SUCH SERVICE OR ANY JUDGMENT BASED THEREON; (f) TO THE EXTENT THAT SUCH PARTY HAS ACQUIRED, OR HEREAFTER MAY ACQUIRE, ANY IMMUNITY FROM JURISDICTION OF ANY SUCH COURT OR FROM LEGAL PROCESS THEREIN, WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY; (g) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN CONNECTION WITH, OR WITH RESPECT TO, ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, (i) ANY CLAIM THAT IT IS IMMUNE FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO IT OR ANY OF ITS PROPERTY, (ii) ANY CLAIM 70 76 THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT COURT, AND (iii) ANY RIGHT TO A JURY TRIAL; AND (h) AGREES THAT AGENT SHALL HAVE THE RIGHT TO BRING ANY LEGAL PROCEEDINGS (INCLUDING A PROCEEDING FOR ENFORCEMENT OF A JUDGMENT ENTERED BY ANY OF THE AFOREMENTIONED COURTS) AGAINST ANY BORROWER IN ANY SUITOTHER COURT OR JURISDICTION IN ACCORDANCE WITH APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF AGENT TO BRING ANY ACTION OR PROCEEDINGPROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY OTHER JURISDICTION OR THE RIGHT, IN CONNECTION WITH ANY LEGAL ACTION OR PROCEEDING WHATSOEVER, TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. GUARANTOR DOES EACH BORROWER HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] IRREVOCABLY DESIGNATES BORROWERS' AGENT AS ITS AUTHORIZED PROCESS AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF RECEIVE SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED AND DOCUMENTS ON ITS BEHALF IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR LEGAL PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE CONNECTICUT AND BORROWERS' AGENT, BY ITS ACKNOWLEDGMENT BELOW, IRREVOCABLY AGREES TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED SO ACT AS AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS). IF SUCH AGENT SHALL FOR ANY REASON FAIL TO ACT, OR BE PREVENTED FROM ACTING, AS SUCH AGENT, NOTICE THEREOF SHALL IMMEDIATELY BE GIVEN TO SUCH AGENT BY REGISTERED OR CERTIFIED MAIL AND (III) EACH BORROWER AGREES PROMPTLY TO DESIGNATE ANOTHER AGENT FOR SERVICE OF PROCESS IN THE CITY OF HARTFORD, CONNECTICUT, SATISFACTORY TO AGENT UNDER THIS AGREEMENT, TO SERVE IN PLACE OF BORROWERS' AGENT AND DELIVER TO AGENT WRITTEN EVIDENCE OF SUCH SUBSTITUTE AGENT'S ACCEPTANCE OF SUCH DESIGNATION. BORROWERS' AGENT SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF NEVERTHELESS CONTINUE TO SERVE AS AGENT FOR SERVICE OF PROCESS UNTIL ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR SUCCESSOR IS DISSOLVED WITHOUT LEAVING A SUCCESSORDULY APPOINTED.

Submission to Jurisdiction; Waiver of Jury Trial. (1) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF TEXAS OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS GUARANTY AGREEMENT, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXXOF COMPETENT JURISDICTION PRESIDING OVER XXXXXXXXXX COUNTY, XXXXXX XX XXX XXXXTEXAS, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (D) AGREES THAT INDEMNITOR WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, CITATION, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE INDEMNITOR AT THE ADDRESS FOR NOTICES DESCRIBED IN ANY FEDERAL OR STATE COURT IN NEW YORKSECTION 5(k) HEREOF, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NORTH CAROLINA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN SUCH BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, SUCH BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NORTH CAROLINA; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. SUCH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES SUCH BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. EACH BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER'S OR PROCEEDING SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN New York SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF New York; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWER'S OR SUCH SUIT, ACTION CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1i) BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE COURTS LOCATED IN XXXXXX COUNTY, INDIANA AND THE FEDERAL DISTRICT FOR THE SOUTHERN DISTRICT OF INDIANA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER AND BORROWER ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF INDIANA; AND FURTHER PROVIDED, THAT NOTHING IN THIS, AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR BORROWER HEREBY WAIVES ANY OBJECTIONS OBJECTION WHICH IT BORROWER MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR CONVENIENS. BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT AT SAID ADDRESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWER’S ACTUAL RECEIPT THEREOF OR, PROVIDED THAT THE SUMMONS, COMPLAINT OR PROCESS IS ADDRESSED TO BORROWER AS PROVIDED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUITTHIS AGREEMENT, ACTION OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) TO INDUCE THE AGENT TO MAKE THE LOANS ON BEHALF OF THE LENDERS EVIDENCED BY THIS AGREEMENT, THE COMPANY, IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS AGREEMENT OR ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST OTHER AGREEMENT WITH THE LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE CITY OF ROCHESTER, NEW YORK, AND THE COMPANY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL OR STATE COURT LOCATED AND HAVING ITS SITUS IN XXX XXXX XX XXX XXXXSAID CITY, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE OBJECTION BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDINGNONCONVENIENS, AND GUARANTOR THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCESS, AND AGREES CONSENTS THAT ALL SUCH SERVICE OF PROCESS UPON SAID AGENT MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE COMPANY AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE ADDRESSES INDICATED IN THE LENDER’S RECORDS IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE BY APPLICABLE STATUTE, LAW, RULE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION COURT OR PROCEEDING IN OTHERWISE. THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL THE COMPANY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT IT MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER OBLIGATIONS OR ANY AGREEMENT, EXECUTED OR CONTEMPLATED TO BE DESIGNATED AS EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT OR COURSE OF DEALING, IN WHICH THE PERSON LENDER AND ADDRESS THE COMPANY, OR ANY ONE OF THEM, ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTHE COMPANY. ALL WAIVERS HEREIN ARE MADE ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000 , ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR SIGNATURES Dated as of July 15, 2020 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] SCP TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENTS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY (IHK) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERTWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] DEUTSCHE BANK TRUST COMPANY AMERICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 6.500% Senior Notes due 2028 No.___ STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of __________ [NUMBER IN NEW YORKWORDS] on January 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2028. Interest Payment Dates: January 15 and July 15 Record Dates: December 31 and June 30 Dated: _______________, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20__ IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: _______________, 20__ STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: _______________, 20__ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. (1A) EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN SUCH BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS; PROVIDED, THAT LENDER, EACH BORROWER AND EACH OTHER CREDIT PARTY ------- ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS --- ------- -------- AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES EACH BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM ----- NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. EACH BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS --- ---------- AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE LEADING BORROWER AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS ---------- AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION THE LEADING BORROWER'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND EACH OTHER CREDIT PARTY HEREAFTER EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN TEXAS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A FEDERAL COURT LOCATED OUTSIDE OF TEXAS; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER 1N FAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY HEREINAFTER EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN XXX XXXX XX XXX XXXXADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WANE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE C OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWER'S OR SUCH SUIT, ACTION CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) EACH GUARANTOR IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY LEGAL NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, OVER ANY SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN GUARANTY, THE NOTE AGREEMENT, THE NOTES OR THE OTHER TRANSACTION DOCUMENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXXCLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE LAYING OF THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF PROCEEDING BROUGHT IN ANY SUCH COURT IN AND ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY FEDERAL SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH GUARANTOR CONSENTS TO PROCESS BEING SERVED BY OR STATE COURT ON BEHALF OF ANY BENEFICIARY IN NEW YORKANY SUIT, NEW YORKACTION OR PROCEEDING OF THE NATURE REFERRED TO IN THIS SECTION 4.10 BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), AND POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS SPECIFIED IN SECTION 4.4 OR AT SUCH OTHER ADDRESS OF WHICH SUCH BENEFICIARY SHALL THEN HAVE BEEN NOTIFIED PURSUANT TO SAID SECTION. EACH GUARANTOR AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN RECEIPT (A) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (B) 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. NOTHING IN THIS SECTION 4.10 SHALL AFFECT THE RIGHT OF ANY BENEFICIARY TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT ANY RIGHT THAT ANY BENEFICIARY MAY HAVE TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER COURTS OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERAPPROPRIATE JURISDICTION OR TO ENFORCE IN ANY LAWFUL MANNER A JUDGMENT OBTAINED IN ONE JURISDICTION IN ANY OTHER JURISDICTION. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY, (II) MAY AT THE NOTE AGREEMENT, THE NOTES OR ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOROTHER TRANSACTION DOCUMENT.

Submission to Jurisdiction; Waiver of Jury Trial. (1) 11.7.1 SUBJECT TO SECTION 11.6, IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF IN CONNECTION WITH OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE THAT ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN A COURT OF COMPETENT JURISDICTION EAST\151813552.1 Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO PERSONAL JURISDICTION IN ANY SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 11.7 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION 11.7 SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXXTHE BOROUGH OF MANHATTAN, XXXXXX XX XXX XXXX, PURSUANT CITY OF NEW YORK); (C) AGREE TO SECTION 5-1402 OF WAIVE TO THE NEW YORK GENERAL OBLIGATIONS FULL EXTENT PERMITTED BY LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE BASED ON TO THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUITLITIGATION, PROCEEDING OR ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY SUITAN INCONVENIENT FORUM; (D) DESIGNATE, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE APPOINT AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] DIRECT CT CORPORATION SYSTEM AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE RECEIVE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED AND DOCUMENTS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR LEGAL PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR ; (IE) AGREE TO NOTIFY THE OTHER PARTIES TO THIS AGREEMENT IMMEDIATELY IF SUCH AGENT SHALL GIVE PROMPT NOTICE REFUSE TO LENDER ACT, OR BE PREVENTED FROM ACTING, AS AGENT AND, IN SUCH EVENT, PROMPTLY TO DESIGNATE ANOTHER AGENT IN THE STATE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE SATISFACTORY TO BOTH PARTIES, TO SERVE IN PLACE OF SUCH AGENT AND OFFICE DELIVER TO THE OTHER PARTY WRITTEN EVIDENCE OF SUCH SUBSTITUTE AGENT’S ACCEPTANCE OF SUCH DESIGNATION; (F) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 11.8 FOR COMMUNICATIONS TO SUCH PARTY; (G) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE DESIGNATED AS EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (H) AGREE THAT NOTHING HEREIN SHALL AFFECT THE PERSON AND ADDRESS FOR RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE PROCESS IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORANY OTHER MANNER PERMITTED BY LAW.

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN COOK COUNTY, ILLINOIS, OR OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 4D(i), SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF PRUDENTIAL OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER ANY GUARANTOR IN ANY OTHER JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (1) BXXXXXXX HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST LENDER DISPUTES BETWEEN BORROWER AND NOTEHOLDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER NOTEHOLDER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER NOTEHOLDER DOCUMENTS; PROVIDED, THAT NOTEHOLDER AND BORROWER EACH ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF NOTEHOLDER. BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR BORROWER HEREBY WAIVES ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR CONVENIENS. BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVES PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER’S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN XXXX COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 4D(i), SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF PRUDENTIAL OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER ANY GUARANTOR IN ANY OTHER JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND EACH -------------------------------------------------- OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWER'S OR SUCH SUIT, ACTION CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN XXXX COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARENT AND THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARENT AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I OR TO CT CORPORATION SYSTEM AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH OF THE PARENT AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER THE PARENT AND/OR GUARANTOR THE COMPANY IN ANY OTHER JURISDICTION. EACH OF THE PARENT AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE PARENT OR THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), EACH OF THE PARENT AND THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. EACH OF THE PARENT AND THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (i) GUARANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (1) SUBMITS TO PERSONAL JURISDICTION IN TEXAS OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, (2) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT OF COMPETENT JURISDICTION OVER THE COUNTY IN XXX XXXX XX XXX XXXXWHICH THE PROPERTY IS LOCATED, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (3) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (4) AGREES THAT HE WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM WITH RESPECT TO THIS AGREEMENT (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GUARANTOR AT THE ADDRESS FOR NOTICES SET FORTH IN ANY FEDERAL OR STATE COURT IN NEW YORKTHE PREAMBLE TO THIS AGREEMENT, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN THE CITY OF CHICAGO FOR PURPOSES OF ALL LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE LAYING OF THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, PROCEEDING BROUGHT IN SUCH A COURT AND GUARANTOR ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF WAIVES ANY AND ALL PROCESS WHICH MAY BE SERVED RIGHT TO TRIAL BY JURY IN ANY SUCH SUITLEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY In Witness Whereof, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORKthe parties hereto have caused this Agreement to be duly executed and delivered in Chicago, NEW YORKIllinois by their duly authorized officers as of the day and year first above written. THE PEOPLES GAS LIGHT AND COKE COMPANY By: /s/ X. X. Xxxxxxxx Its: CFO and Controller Commitment: $100,000,000 ABN AMRO BANK N.V., in its individual capacity as a Bank and as Agent By: /s/ Xxxxxx X. Xxx XX Name: Xxxxxx X. Xxx XX Title: Vice President _____________________________________________ By: /s/ Xxxxx AC. Xxxxxxxxx Name: Xxxxx AC. Xxxxxxxxx Title: Vice President and Director Address for notices: ABN AMRO Bank N.V. 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 With copy to: ABN AMRO Bank N.V. 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxx Xxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Lending Offices: Base Rate Loans: 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 000000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 LIBOR Loans: Same as for Base Rate Loans EXHIBIT A NOTE September 29, 2000 FOR VALUE RECEIVED, the undersigned, The Peoples Gas Light and Coke Company., an Illinois corporation (the "Borrower"), promises to pay to the order of ABN AMRO Bank N.V. (the "Bank") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of ABN AMRO Bank N.V., in Chicago, Illinois, in U.S. Dollars in accordance with Section 4.1 of the Credit Agreement, the aggregate unpaid principal of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Base Rate Loan or a LIBOR Loan and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Credit Agreement dated as of September 29, 2000, among the Borrower, ABN AMRO Bank N.V., as Agent, and the Banks party thereto (the "Credit Agreement"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. THE PEOPLES GAS LIGHT AND AGREES THAT SERVICE COKE COMPANY By: __________________________________________ Its: __________________________________________ EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to ABN AMRO Bank N.V., as Agent pursuant to the Credit Agreement (the "Credit Agreement") dated as of September 29, 2000, by and among The Peoples Gas Light and Coke Company, the Banks from time to time party thereto and ABN AMRO Bank N.V. as Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: I am the duly elected or appointed ___________________of The Peoples Gas Light and Coke Company; I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of The Peoples Gas Light and Coke Company and its Subsidiaries during the accounting period covered by the attached financial statements; The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and Schedule 1 attached hereto sets forth the list of Subsidiaries, Material Subsidiaries and Significant Subsidiaries in existence as of the date hereof. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ The foregoing certifications, together with the list set forth in Schedule 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___________day of __________, 20 __. ________________________________ SCHEDULE 1 TO COMPLIANCE CERTIFICATE List of Subsidiaries, Material Subsidiaries and Significant Subsidiaries EXHIBIT C [LETTERHEAD OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUITBORROWER'S COUNSEL] September 29, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR 2000 To the Agent and each of the Banks Referred to Below c/o ABN AMRO Bank N.V., as Agent 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Ladies and Gentlemen: As Assistant General Counsel and Secretary of The Peoples Gas Light and Coke Company (Ithe "Borrower"), I have acted as counsel to the Borrower in connection with (i) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERthe Credit Agreement (the "Credit Agreement") dated as of September 29, 2000 among the Borrower, the Banks party thereto and ABN AMRO Bank N.V., as Agent, (IIii) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORKthe Note (as defined in the Credit Agreement) and (iii) the Fee Letter dated as of September 28, NEW YORK 2000 between the Borrower and the Agent. The Credit Agreement, the Fee Letter and the Note, are herein referred to collectively as the "Credit Documents." Capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement. I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as copies. When relevant facts were not independently established, I have relied upon statements of governmental officials and upon representations made in or pursuant to the Credit Documents and certificates of appropriate representatives of the Borrower. In rendering the opinions expressed below, I have assumed, with respect to all of the documents referred to in this opinion letter, that (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)except, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORKto the extent set forth in the opinions expressed below, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.as to the Borrower):

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND -------------------------------------------------- LENDER HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN CONNECTICUT SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER AND BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF CONNECTICUT; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND LENDER EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND LENDER HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR LENDER AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS ---------- AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION BORROWER'S OR PROCEEDING LENDER'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING WITH RESPECT TO THIS GUARANTY GUARANTY, THE SHELF AGREEMENT, THE NOTES, OR THE OTHER TRANSACTION DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT BROUGHT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXXXXXXX XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED PURSUANT TO SECTION 5-1402 PARAGRAPH 4D, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE NEW YORK GENERAL OBLIGATIONS ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW AND OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR IN ANY OTHER JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE LAYING OF VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OF THE AFORESAID ACTIONS OR PROCEEDING, PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN ANY OF THE AFORESAID COURTS AND GUARANTOR HEREBY FURTHER IRREVOCABLY SUBMITS WAIVES AND AGREES NOT TO THE JURISDICTION OF PLEAD OR CLAIM IN ANY SUCH COURT IN THAT ANY SUIT, SUCH ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED PROCEEDING BROUGHT IN ANY SUCH SUIT, ACTION OR PROCEEDING COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH GUARANTOR AND EACH HOLDER WAIVES THE RIGHT TO TRIAL BY JURY IN ANY FEDERAL LEGAL PROCEEDING ARISING OUT OF OR STATE COURT RELATED TO THIS GUARANTY, THE SHELF AGREEMENT, THE NOTES OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING IN NEW YORKCONNECTION WITH ANY CLAIMS OR DISPUTES RELATING THERETO, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED WHETHER SOUNDING IN CONTRACT OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSTORT), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR...

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN XXXX COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I OR TO CT CORPORATION SYSTEM AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR GUARANTOR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. THE COMPANY, PRUDENTIAL AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) TRUSTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE PREMISES IS LOCATED AND THE STATE WHOSE LAW IS GOVERNING THE NOTE OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THE NOTE, THIS GUARANTY DEED OF TRUST OR ANY OTHER OF THE LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY IN WHICH THE PREMISES IS LOCATED OR IN THE STATE COURT IN XXX XXXX XX XXX XXXXWHOSE LAW IS GOVERNING THE NOTE, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (iii) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (iv) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF BENEFICIARY TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM WHERE CROSSED PROPERTIES ARE LOCATED OR THE FORUM WHOSE LAW IS GOVERNING THE TERMS OF THE NOTE). GUARANTOR DOES HEREBY DESIGNATE TRUSTOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE TRUSTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN ANY FEDERAL OR STATE COURT IN NEW YORKSECTION 4.5 HEREOF, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000 , ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 101 SIGNATURES Dated as of July 15, 2020 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: Name: Title: STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: Name: Title: SCP ONE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: Name: Title: STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: Name: Title: SCP HOLDINGS LIMITED By: Name: Title: STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: Name: Title: SCP TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENT LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY (IHK) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERTWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] DEUTSCHE BANK TRUST COMPANY AMETICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMETICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 6.500% Senior Notes due 2028 No. STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN NEW YORKWORDS] on January 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2028. Interest Payment Dates: January 15 and July 15 Record Dates: December 31 and June 30 Dated: , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20 IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: , 20 STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER TRANSACTION DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN COOK COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE COMPANY AGREES THAT A FINAL AND NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT OR SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR GUARANTOR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. THE COMPANY, PRUDENTIAL AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL AGREEMENT OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. In the Deposit Agreement, the Company has (1i) appointed Xxxxx X. XxXxxxxx, Chief US Counsel, Lloyds TSB Bank plc, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Preference Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. EACH PARTY TO THE DEPOSIT AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION PROCEEDING DIRECTLY OR PROCEEDING AGAINST LENDER OR GUARANTOR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL THE DEPOSIT AGREEMENT OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON VENUE AND/CONTRACT, TORT OR FORUM NON CONVENIENS ANY OTHER THEORY). EACH PARTY TO THE DEPOSIT AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH SUITOTHER PARTY WOULD NOT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE EVENT OF PROCESS UPON GUARANTOR IN ANY SUCH SUITLITIGATION, ACTION OR PROCEEDING IN SEEK TO ENFORCE THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), FOREGOING WAIVER AND (IIIB) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES ACKNOWLEDGES THAT IT AND THE OTHER PARTIES THERETO HAVE BEEN INDUCED TO HAVE AN OFFICE ENTER INTO THE DEPOSIT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORSECTION 7.07 OF THAT AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. In the Deposit Agreement, the Company has (1i) appointed Xxxxx X. XxXxxxxx, Chief U.S. Counsel, Lloyds TSB Bank plc, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Preference Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. EACH PARTY TO THE DEPOSIT AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION PROCEEDING DIRECTLY OR PROCEEDING AGAINST LENDER OR GUARANTOR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL THE DEPOSIT AGREEMENT OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON VENUE AND/CONTRACT, TORT OR FORUM NON CONVENIENS ANY OTHER THEORY). EACH PARTY TO THE DEPOSIT AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH SUITOTHER PARTY WOULD NOT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE EVENT OF PROCESS UPON GUARANTOR IN ANY SUCH SUITLITIGATION, ACTION OR PROCEEDING IN SEEK TO ENFORCE THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), FOREGOING WAIVER AND (IIIB) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES ACKNOWLEDGES THAT IT AND THE OTHER PARTIES THERETO HAVE BEEN INDUCED TO HAVE AN OFFICE ENTER INTO THE DEPOSIT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORSECTION 7.07 OF THAT AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. (1a) BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWER'S OR SUCH SUIT, ACTION CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 101 SIGNATURES Dated as of January 14, 2021 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] SCP TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENT LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY (IHK) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERTWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] DEUTSCHE BANK TRUST COMPANY AMETICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 5.000% Senior Notes due 2029 No. STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN NEW YORKWORDS] on January 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2029. Interest Payment Dates: January 15 and July 15 Record Dates: December 31 and June 30 Dated: , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20 IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORthe Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: , 20 STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED 5.000% SENIOR NOTES DUE 2029 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN XXX THX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Amxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. ETC. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ANY NOTE OR ANY OTHER LOAN DOCUMENT, EACH BORROWER ON BEHALF OF ITSELF AND EACH GUARANTOR HEREBY IRREVOCABLY (1a) SUBMITS TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF ANY LEGAL STATE OR FEDERAL COURT IN THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT OR THE NOTES OR ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OTHER LOAN DOCUMENTS; (b) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDINGOTHER LEGAL PROCEEDING MAY BE HEARD AND DETERMINED IN, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS ENFORCED IN AND BY, ANY SUCH COURT; (c) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM; (d) AGREES TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWERS' REPRESENTATIVE AT ITS ADDRESS SET FORTH HEREIN OR TO SUCH OTHER ADDRESS OF WHICH AGENT SHALL HAVE BEEN NOTIFIED IN WRITING (SUCH SERVICE TO BE EFFECTIVE ON THE EARLIER OF RECEIPT THEREOF OR, IN THE CASE OF SERVICE BY MAIL, THE 5TH DAY AFTER DEPOSIT OF SUCH SERVICE IN THE MAILS AS AFORESAID), (e) AGREES THAT THE FAILURE OF BORROWERS' REPRESENTATIVE TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO IT SHALL NOT IMPAIR OR EFFECT THE VALIDITY OF SUCH SERVICE OR ANY JUDGMENT BASED THEREON; (f) TO THE EXTENT THAT SUCH PARTY HAS ACQUIRED, OR HEREAFTER MAY ACQUIRE, ANY IMMUNITY FROM JURISDICTION OF ANY SUCH COURT IN ANY SUITOR FROM LEGAL PROCESS THEREIN, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY; (g) KNOWINGLY, VOLUNTARILY AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx XxxxINTENTIONALLY WAIVES, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.FULLEST EXTENT

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWER AND EACH -------------------------------------------------- OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT LENDER, BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWER AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER OR SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL ---------- BE DEEMED COMPLETED UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE THE EARLIER OF SAID SERVICE MAILED BORROWER'S OR DELIVERED TO GUARANTOR SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUITU.S. MAILS, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HEREBY IRREVOCABLY AND UNCONDITIONALLY: (1A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, (B) CONSENTS TO THE FULLEST EXTENT PERMITTED BY LAW THAT ANY SUCH ACTION OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN SUCH COURTS AND HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY AND IN ANY FEDERAL ACTION OR STATE COURT OTHER PROCEEDING BROUGHT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES CONNECTION WITH THIS AGREEMENT ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL SUCH COURT OR STATE THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT IN NEW YORK, NEW YORKAND AGREES NOT TO PLEAD OR CLAIM THE SAME, AND (C) AGREES TO THE FULLEST EXTENT BY LAW THAT SERVICE OF PROCESS UPON SAID AGENT IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT SAID ITS ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR SET FORTH IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE OPENING PARAGRAPH OF THIS AGREEMENT AND HEREBY ACCEPTS SERVICE OF PROCESS UPON GUARANTOR IF MADE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT ACCORDANCE WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORTHIS SECTION 16.9.

Submission to Jurisdiction; Waiver of Jury Trial. (1i) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, EACH HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE PROPERTY IS LOCATED OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN AGREEMENT OR ANY FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OTHER OF THE NEW YORK GENERAL OBLIGATIONS LAW LOAN DOCUMENTS, (ii) HEREBY UNCONDITIONALLY AND GUARANTOR IRREVOCABLY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS CLAIM TO ASSERT THAT THE LAW OF ANY SUCH SUITOTHER JURISDICTION GOVERNS THIS AGREEMENT, ACTION OR PROCEEDINGTHE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA EXCEPT AS SPECIFICALLY SET FORTH HEREIN, AND GUARANTOR HEREBY IRREVOCABLY (iii) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (iv) AGREES THAT INDEMNITOR WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM WITH RESPECT TO THIS AGREEMENT Exhibit 10.7 (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE INDEMNITOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL BY REGISTERED OR STATE COURT IN NEW YORKCERTIFIED U.S. MAIL, NEW YORKPOSTAGE PREPAID, TO THE AUTHORIZED AGENT FOR INDEMNITOR AT THE ADDRESS FOR NOTICES DESCRIBED ABOVE, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE UPON INDEMNITOR (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1A) BORROWERS AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST LENDER DISPUTES BETWEEN BORROWERS AND SUCH CREDIT PARTY AND PURCHASER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER NPA DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER NPA DOCUMENTS; PROVIDED, THAT PURCHASER, BORROWERS AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF PURCHASER. BORROWERS AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES BORROWERS AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, CONVENIENS. BORROWERS AND GUARANTOR EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS OR SUCH CREDIT PARTY AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY BORROWERS’ OR SUCH SUIT, ACTION CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. ​ EACH OF THE PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HEREBY IRREVOCABLY AND UNCONDITIONALLY: (1I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF; (II) CONSENTS TO THE FULLEST EXTENT PERMITTED BYLAW THAT ANY SUCH ACTION OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN SUCH COURTS AND HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY AND IN ANY FEDERAL ACTION OR STATE COURT OTHER PROCEEDING BROUGHT IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES CONNECTION WITH THIS AGREEMENT ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON TO THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL SUCH COURT OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)SAME, AND (III) SHALL PROMPTLY DESIGNATE AGREES TO THE FULLEST EXTENT BY LAW THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A SUBSTITUTE COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT ITS ADDRESS SET FORTH IN THE OPENING PARAGRAPH OF THIS AGREEMENT AND HEREBY ACCEPTS SERVICE OF PROCESS IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE MADE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.ACCORDANCE WITH THIS SECTION 10. ​

Submission to Jurisdiction; Waiver of Jury Trial. (1) EACH GUARANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUIT, ACTION CLAIMS OR PROCEEDING AGAINST LENDER DISPUTES BETWEEN GUARANTORS AND NOTEHOLDER PERTAINING TO THIS AGREEMENT OR GUARANTOR ANY OF THE OTHER NOTEHOLDER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER NOTEHOLDER DOCUMENTS; PROVIDED, THAT NOTEHOLDER AND GUARANTORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE NOTEHOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR STATE ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN XXX XXXX XX XXX XXXXFAVOR OF NOTEHOLDER. GUARANTORS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES GUARANTORS HEREBY WAIVE ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR CONVENIENS. GUARANTORS EXECUTING THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GUARANTORS AT SAID THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION GUARANTORS’ ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 101 SIGNATURES Dated as of July 15, 2020 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCP TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENTS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY (IHK) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERTWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK TRUST COMPANY AMERICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 6.000% Senior Notes due 2025 No.___ STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of __________ [NUMBER IN NEW YORKWORDS] on July 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2025. Interest Payment Dates: January 15 and July 15 Record Dates: December 31 and June 30 Dated: _______________, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20__ IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: _______________, 20__ STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: _______________, 20__ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. (1) ANY LEGAL SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS IN XXXX COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11J OR TO CT CORPORATION SYSTEM AT 000 XXXXX XXXXXXX XXXXXX, XXXXXXX, XXXXXXXX 00000, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST LENDER THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR GUARANTOR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT. THE COMPANY, PRUDENTIAL AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT, THE NOTES, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING IN CONNECTION WITH ANY FEDERAL CLAIMS OR STATE COURT DISPUTES RELATING THERETO, WHETHER SOUNDING IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW CONTRACT OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSTORT), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Submission to Jurisdiction; Waiver of Jury Trial. (1) 6.12.1. EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN ARIZONA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY LEGAL SUITCLAIMS OR DISPUTES BETWEEN OR AMONG SENIOR LENDER, ACTION THE SUBORDINATED LENDER AND THE COMPANY PERTAINING TO THIS AGREEMENT OR PROCEEDING AGAINST LENDER OR GUARANTOR TO ANY MATTER ARISING OUT OF OR RELATING RELATED TO THIS GUARANTY AGREEMENT; PROVIDED, THAT EACH OF THE SUBORDINATED CREDITOR AND THE COMPANY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY AT LENDER’S OPTION HAVE TO BE INSTITUTED HEARD BY A COURT LOCATED OUTSIDE OF ARIZONA; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY FEDERAL OTHER JURISDICTION TO ENFORCE A JUDGMENT OR STATE OTHER COURT ORDER IN XXX XXXX XX XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 FAVOR OF SENIOR LENDER. EACH OF THE NEW YORK GENERAL OBLIGATIONS LAW SUBORDINATED CREDITOR AND GUARANTOR THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE SUBORDINATED CREDITOR AND THE COMPANY HEREBY WAIVES ANY OBJECTIONS WHICH OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED ON UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE AND/OR FORUM NON CONVENIENS CONVENIENS. EACH OF ANY SUCH SUIT, ACTION OR PROCEEDING, THE SUBORDINATED CREDITOR AND GUARANTOR THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF WAIVE PERSONAL SERVICE OF ANY THE SUMMONS, COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED ISSUED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, SUIT AND AGREES AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS UPON SAID AGENT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT SAID THE ADDRESS SET FORTH IN SECTION 6.3 HEREOF AND WRITTEN NOTICE OF SAID THAT SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SO MADE SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE COMPLETED UPON THE EARLIER OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION PARTY’S ACTUAL RECEIPT THEREOF OR PROCEEDING THREE (3) DAYS AFTER DEPOSIT IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERU.S. MAILS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORPROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (1i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF TEXAS OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THE NOTE, THIS GUARANTY SECURITY INSTRUMENT OR ANY OTHER OF THE LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITTING IN XXX XXXX XX XXX XXXXDALLAS COUNTY, XXXXXX XX XXX XXXXTEXAS, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (iii) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (iv) AGREES THAT IT WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF BENEFICIARY TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE GRANTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GRANTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN ANY FEDERAL OR STATE COURT IN NEW YORKSECTION 5.4 HEREOF, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUITOTHER MANNER PERMITTED BY LAW). GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE STATE INDEBTEDNESS SECURED HEREBY OR ANY CONDUCT, ACT OR OMISSION OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER BENEFICIARY OR GRANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY CHANGED ADDRESS OTHER PERSONS AFFILIATED WITH BENEFICIARY OR GRANTOR, IN EACH OF ITS AUTHORIZED AGENT HEREUNDERTHE FOREGOING CASES, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE WHETHER SOUNDING IN NEW YORKCONTRACT, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK TORT OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOROTHERWISE.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 000 0XX XXXXXX, XXXXX 000, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR SO LONG AS THE NOTES ARE OUTSTANDING FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 101 SIGNATURES Dated as of July 15, 2020 STUDIO CITY FINANCE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name:Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: Name: Title: STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: Name: Title: SCP ONE LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY ENTERTAINMENT LIMITED By: Name: Title: STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx xxxxxxx Title: Authorized signatory STUDIO CITY HOTELS LIMITED By: Name: Title: SCP HOLDINGS LIMITED By: Name: Title: STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: Name: Title: SCP TWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENT LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory STUDIO CITY (IHK) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERTWO LIMITED By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory [SIGNATURE PAGE – INDENTURE] DEUTSCHE BANK TRUST COMPANY AMERICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 6.000% Senior Notes due 2025 No. STUDIO CITY FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN NEW YORKWORDS] on July 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2025. Interest Payment Dates: January 15 and July 15 Record Dates: December 31 and June 30 Dated: , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20 IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: , 20 STUDIO CITY FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] STUDIO CITY FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. (1a) THE BORROWER AND THE BANK EACH HEREBY IRREVOCABLY CONSENT THAT ANY LEGAL SUIT, LEGAL ACTION OR PROCEEDING AGAINST LENDER IT OR GUARANTOR ANY OF ITS PROPERTY WITH RESPECT TO ANY OF THE RIGHTS OR OBLIGATIONS ARISING OUT OF DIRECTLY OR INDIRECTLY UNDER OR RELATING TO THIS GUARANTY THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, SUBJECT TO THE LIMITATIONS CONTAINED IN SECTION 11.7, MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY NEW YORK STATE OR UNITED STATES FEDERAL OR COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY AND STATE COURT IN XXX XXXX XX XXX XXXXOF NEW YORK, XXXXXX XX XXX XXXXAS THE BANK MAY ELECT, PURSUANT TO SECTION 5-1402 AND BY EXECUTION AND DELIVERY OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS LOAN DOCUMENTS TO WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF IS A PARTY THE BORROWER AND THE BANK EACH HEREBY IRREVOCABLY SUBMIT TO AND ACCEPT WITH REGARD TO ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, FOR ITSELF AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF ANY SUCH COURT IN ANY SUITTHE AFORESAID COURTS. The Borrower hereby irrevocably designates, ACTION OR PROCEEDINGappoints and empowers Prentice Hall Corporation System, Inc. as its agent to receive for and on its behalf service of process in New York in any suit, legal action or proceeding with respect to the Related Documents to which it is a party. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue A copy of any such process served on such agent shall be promptly forwarded by airmail by the Person commencing such suit, legal action or proceeding to the Borrower at its address set forth in Section 11.2, but the failure of the Xxxxxxxx Xxxxx 000 Xxx Xxxxagent to send, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT or of the Borrower to received, such copy shall not affect in any way the validity or sufficiency of the service or process by service upon such agent. THE BORROWER AND THE BANK EACH FURTHER IRREVOCABLY CONSENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF THE SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED AIRMAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE BORROWER AND THE BANK AT THEIR RESPECTIVE ADDRESSES SET FORTH IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN SECTION 11.2 (AS CHANGED BY NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORKAS PROVIDED THEREIN). The foregoing shall not limit the right of the Bank or the Borrower to serve process in any other manner permitted by law or, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)subject to the limitations contained in Section 11.7, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORKto bring any suit, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSORlegal action or proceeding or to obtain execution of judgment in any other jurisdiction, including, without limitation, Florida or Maryland.

Submission to Jurisdiction; Waiver of Jury Trial. (1) THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION SUIT OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTE GUARANTEES, THE NOTES AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY FEDERAL SUCH COURT THAT ANY SUCH SUIT OR STATE PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN XXX XXXX XX AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY APPOINTS LAW DEBENTURE CORPORATE SERVICES INC., 4TH FLOOR, 000 XXXXXXX XXXXXX, XXX XXXX, XXXXXX XX XXX XXXX, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT00000, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE IN THE BOROUGH OF ANY AND ALL MANHATTAN IN THE CITY OF NEW YORK UPON WHICH PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION SUIT OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORKPROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS SUCH AGENT, AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR THE COMPANY BY THE PERSON SERVING THE SAME TO THE ADDRESS PROVIDED IN THE MANNER PROVIDED HEREIN SECTION 13.02, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AS THE CASE MAY BE, IN ANY SUCH SUITSUIT OR PROCEEDING. THE COMPANY AND EACH SUBSIDIARY GUARANTOR FURTHER AGREES TO TAKE ANY AND ALL ACTION AS MAY BE NECESSARY TO MAINTAIN SUCH DESIGNATION AND APPOINTMENT OF SUCH AGENT IN FULL FORCE AND EFFECT FOR A PERIOD OF NINE YEARS FROM THE DATE OF THIS INDENTURE. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, ACTION THE NOTES, THE NOTE GUARANTEES, OR PROCEEDING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.15 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS INDENTURE. IN THE STATE EVENT OF NEW YORKLITIGATION, THIS INDENTURE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT. GUARANTOR 105 SIGNATURES Dated as of , 2013 The Company MCE FINANCE LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN GAMING (IMACAU) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDERLIMITED By Name: Title: Subsidiary Guarantor MPEL INTERNATIONAL LIMITED By Name: Title: Subsidiary Guarantor ALTIRA HOTEL LIMITED By Name: Title Subsidiary Guarantor ALTIRA DEVELOPMENTS LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN (COD) HOTELS LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN (COD) DEVELOPMENTS LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN (CAFE) LIMITED By Name: Title: Subsidiary Guarantor GOLDEN FUTURE (MANAGEMENT SERVICES) LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN HOSPITALITY AND SERVICES LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN (COD) RETAIL SERVICES LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN (COD) VENTURES LIMITED By Name: Title: Subsidiary Guarantor COD THEATRE LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN COD (HR) HOTEL LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN COD (CT) HOTEL LIMITED By Name: Title: Subsidiary Guarantor MELCO CROWN COD (GH) HOTEL LIMITED By Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE as Trustee, Principal Paying Agent, Registrar and Transfer Agent By: Name: Title: By: Name: Title: EXHIBIT A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] CUSIP: ISIN: COMMON CODE: 5.00% Senior Notes due 2021 No. US$ MCE FINANCE LIMITED Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN NEW YORKWORDS] U.S. DOLLARS on February 15, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS)2021. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Dated: , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE 20 IN NEW YORKWITNESS WHEREOF, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.the Company has caused this Note to be signed manually or by facsimile by the duly authorized officer referred to below. Dated: , 20 MCE FINANCE LIMITED, as Company By: Name: Title: Certificate of Authentication This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: [Back of Note] MCE FINANCE LIMITED

Submission to Jurisdiction; Waiver of Jury Trial. (1a) GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (I) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF TEXAS OVER ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THE NOTE, THIS GUARANTY DEED OF TRUST OR ANY OTHER OF THE LOAN DOCUMENTS, (II) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY AT LENDER’S OPTION BE INSTITUTED BROUGHT IN ANY STATE OR FEDERAL OR STATE COURT IN XXX XXXX XX XXX XXXXOF COMPETENT JURISDICTION PRESIDING OVER DALLAS COUNTY, XXXXXX XX XXX XXXXTEXAS, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (IV) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY SUCH COURT ACTION, SUIT OR PROCEEDING IN ANY SUITOTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF BENEFICIARY TO BRING ANY ACTION, ACTION SUIT OR PROCEEDINGPROCEEDING IN ANY OTHER FORUM). GUARANTOR DOES HEREBY DESIGNATE GRANTOR FURTHER CONSENTS AND APPOINT: [Corporation Service Company 1180 Avenue of the Xxxxxxxx Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000] AS ITS AUTHORIZED AGENT AGREES TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE GRANTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN ANY FEDERAL OR STATE COURT IN NEW YORKSECTION 5.5 HEREOF, NEW YORK, AND CONSENTS AND AGREES THAT SUCH SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED ----------- CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS UPON GUARANTOR SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESSOTHER MANNER PERMITTED BY LAW), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.