Common use of Submission to Jurisdiction Clause in Contracts

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that Each of the Company and each Underwriter irrevocably submits to the nonexclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any New York State or United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the offering of the Securities. Each of the Company and each Underwriter irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or any Underwriter may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service being hereby acknowledged and shall be legal and binding upon the Company or such Underwriter in any action, proceeding or claim. Each of the Company and each Underwriter waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Guarantor to be effective and binding service on it Underwriters in every respect whether or not any competent court. The Company agrees that the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment Underwriters shall be irrevocable so long as entitled to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in connection with the preparation therefor if any of them are the Securities prevailing party in such action or the obligations of the Guarantor hereunder remain outstandingproceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptanceTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. The Guarantor Each of the parties hereto irrevocably agrees that any judicial proceedings suit, action or proceeding arising out of, related to, or in connection with this Indenture, the Notes or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal U.S. federal or New York State state court sitting located in the Borough of Manhattan, The State and City of New York, New York Borough of Manhattan; irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such court has subject matter jurisdiction over the controversy, and, by execution proceeding; and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, submits to the jurisdiction of the aforesaid courtssuch courts in any such suit, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such action or proceeding. The Guarantor also irrevocably and unconditionally waives for Issuer expressly consents to the benefit jurisdiction of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) such court in respect of this Guarantee Agreementany such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. The Guarantor hereby irrevocably designates and appointsIssuer has appointed National Registered Agents, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee AgreementInc., PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. XxxxxXxxxxx Xxxxxx of America, Esq.) brought against it with respect to any such proceeding as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in The City the State of New York, such service being Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby acknowledged by or thereby, and any action brought under U.S. federal or state securities laws (the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York“Authorized Agent”). Such appointment shall be irrevocable so long as any of unless and until replaced by an agent reasonably acceptable to the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorTrustee. The Guarantor further agrees Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for the benefit service of the Guarantee Trustee process, and the Holders Issuer agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any aforesaid. Service of process upon the Debentures or Authorized Agent and written notice of such service to the obligations of the Guarantor hereunder Issuer shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by deemed, in every respect, effective service of process upon the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsIssuer.

Submission to Jurisdiction. The Guarantor Each of the parties hereto irrevocably (i) agrees that any judicial proceedings legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting located in the Borough of Manhattan, The City State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Company has appointed ING Financial Holdings Corporation, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consents to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City respect of New Yorkany such action, such service being hereby acknowledged by the Guarantor and waives any other requirements of or objections to be effective and binding service on it in every personal jurisdiction with respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorthereto. The Guarantor further Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Company will notify the Representatives of the Debentures appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the obligations of the Guarantor hereunder Company shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by deemed, in every respect, effective service of process upon the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsCompany.

Submission to Jurisdiction. The Guarantor agrees that To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal U.S. federal or New York State state court sitting in the Borough of Manhattan, The Manhattan in the City of New YorkXxx Xxxx, New York to Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under this Indenture or the extent that such court has subject matter jurisdiction over the controversyNotes, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) that all claims in respect of this Guarantee Agreementsuch suit or proceeding may be determined in any such court. The Guarantor Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and irrevocably waives to the fullest extent it may effectively do so any objection which it may now or hereafter have to the laying of venue of any such proceeding, and each of the Issuer and the Guarantors hereby irrevocably designates consents to be served with notice and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process by delivery or by registered mail with return receipt requested addressed to be delivered to Xxxxx Xxxx & XxxxxxxxFMCH’s registered agent, which as of the date hereof is CT Corporation System, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it XX 00000 (which service of process by registered mail shall be effective with respect to the Issuer and the Guarantors so long as such return receipt is obtained, or in the event of a refusal to sign such receipt any Holder or the Trustee is able to produce evidence of attempted delivery by such proceeding means). Each of the Issuer and the Guarantors further agrees that such service of process and written notice of such service to the Issuer and the Guarantors in the circumstances described above shall be deemed in every respect effective notice and service of process upon each of the Issuer and the Guarantors in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether action or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such actionproceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by any law or limit the right law. Each of the Guarantee Trustee Issuer and the Guarantors agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any Holder to institute proceedings against other lawful manner. Notwithstanding the Guarantor foregoing, each of the Issuer and the Guarantors hereby agrees that any action arising out of or based on this Indenture or the Notes may also be instituted in any competent court in Germany, and it expressly accepts the courts jurisdiction of any other such court in any such action. Each of the Issuer and the Guarantors hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or jurisdictionsproceeding against it arising out of or based on this Indenture or the Notes. The provisions of this Section 11.7 are intended to be effective upon the execution of this Indenture without any further action by the Issuer and the Guarantors and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Issuer and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture or the Securities appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Issuer and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Issuer and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Issuer and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture CT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to (i) if to the Issuer, AXIS Specialty Finance LLC, 00000 Xxxxx Xxxx & XxxxxxxxXxx, 000 Xxxxxxxxx XxxxxxXxxxx 000, Xxx XxxxXxxxxxxxxx, Xxx Xxxx XX 00000, Attention: General Counsel and (ii) if to the Guarantor, AXIS Capital Holdings Limited 00 Xxxxx X. XxxxxXxx Road, Esq.Pembroke HM 08, Bermuda, Attention: General Counsel) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Issuer and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Issuer or the Guarantor, as applicable, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Issuer or the Guarantor, as applicable, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Issuer or the Guarantor, as applicable, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Issuer and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation its agent in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Issuer or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that Each Local Borrowing Subsidiary hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State state or federal court sitting in the Borough of Manhattan, The City of New YorkYork and any competent court of the jurisdiction under the laws of which such Local Borrowing Subsidiary is organized (the “local court”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes or any Draft. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state court or local court or, to the extent that such court has subject matter jurisdiction over the controversypermitted by law, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceedingfederal court. The Guarantor also Each Local Borrowing Subsidiary hereby irrevocably and unconditionally waives for waives, to the benefit fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service place of residence or notice, attachment prior to judgment, attachment in the aid domicile of execution, execution or otherwise) in respect of this Guarantee Agreementsuch Local Borrowing Subsidiary. The Guarantor Each Local Borrowing Subsidiary hereby irrevocably designates and appoints, for unconditionally appoints the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, Company as its agent to receive on behalf of such Local Borrowing Subsidiary and its behalf property service of all copies of the summons and complaint and any other process (with a copy of all such service of process to which may be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to served in any such action or proceeding in any such New York state or federal court. In any such action or proceeding in such New York state or federal court sitting in The the City of New York, such service being hereby acknowledged may be made on such Local Borrowing Subsidiary by delivering a copy of such process to such Local Borrowing Subsidiary in care of the Guarantor Company at the Company’s address listed in Section 10.2 and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Local Borrowing Subsidiary (such service to be effective upon such receipt by the Company and binding the depositing of such process in the mails as aforesaid). Each Local Borrowing Subsidiary hereby irrevocably and unconditionally authorizes and directs the Company to accept such service on it its behalf. Each Local Borrowing Subsidiary hereby agrees that, to the fullest extent permitted by applicable law, a final judgment in every respect whether any such action or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment proceeding shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor conclusive and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation enforced in full force and effect so long as any of other jurisdictions by suit on the Debentures judgment or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted provided by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionslaw.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York Pledgor hereby irrevocably (i) submits to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, acknowledges their competence courts of the State of New York and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives of the United States District Court for the benefit Southern District of New York in any action or proceeding brought against it by the Pledgee under this Agreement or under any document delivered hereunder, (ii) agrees that valid service of summons or other legal process on it may be effected by serving a copy of the Guarantee Trustee summons and the Holders any immunity from jurisdiction and any immunity from other legal process in any such action or proceeding on the Pledgor by mailing or delivering the same by hand to the Pledgor at the address indicated for notices in this Agreement or to the Process Agent, and (whether through service or notice, attachment prior to judgment, attachment in the aid iv) waives any defense of execution, execution or otherwise) inconvenient forum in respect of this Guarantee Agreementsuch courts. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000service, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether herein provided or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted allowed by law, of such summons or other legal process in any law such action or limit proceeding shall be deemed personal service and accepted by the right Pledgor as such, and shall be legal and binding upon the Pledgor for all the purposes of any such action or proceeding. Final judgment against the Pledgor in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. If for any reason the Process Agent identified above shall cease to be available to act as such, then the Pledgor shall promptly designate a new Process Agent in the City, County and State of New York and provide evidence to the Pledgee that such new Process Agent has accepted such designation. The Pledgor shall advise the Pledgee promptly of any change of address of the Guarantee Trustee or Pledgor for the purpose of service of process and/or any Holder to institute proceedings against the Guarantor change in the courts identity or address of the Process Agent; provided that such new address of the Process Agent shall be in the State of New York. Notwithstanding anything herein to the contrary, the Pledgee may bring any legal action or proceeding in any other jurisdiction or jurisdictionscompetent jurisdiction. The Pledgor hereby appoints the Process Agent to receive service of legal process in the State of New York in connection with this agreement and the transactions contemplated hereby.

Submission to Jurisdiction. The Each of the Issuer and each Subsidiary Guarantor agrees that not organized in the United States hereby appoints the Company as its agent for service of process in any judicial proceedings instituted in relation suit, action or proceeding with respect to any matter arising this Indenture, the Notes and the Note Guarantees and for actions brought under this Guarantee Agreement may be the U.S. federal or state securities laws brought in any U.S. federal or state court located in the Borough of Manhattan in the County and City of New York. The Company hereby acknowledges and accepts its appointment by the Issuer and each Subsidiary Guarantor not organized in the United States. Such service may be made by mailing or delivering a copy of such process to the Issuer or such Subsidiary Guarantor not organized in the United States Federal in care of the Company at its address as specified in Section 11.1 of this Indenture (or New York State court such other address as provided in a written notice to the Trustee). The Company, the Issuer and each Subsidiary Guarantor irrevocably and unconditionally submit to the exclusive jurisdiction of the U.S. federal or state courts sitting in the Borough of Manhattan, The Manhattan in the County and City of New YorkYork over any suit, New York action or proceeding arising out of or relating to this Indenture, the Notes or the Note Guarantees and for actions brought under the U.S. federal or state securities laws. Service of any process on the Company in any such action (and written notice of such service to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to Issuer) shall be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such effective service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it the Issuer or any Guarantor with respect to any such suit, action or proceeding. The Company, the Issuer and each Subsidiary Guarantor irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in The City of New Yorkan inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such service being hereby acknowledged by the Guarantor to court shall be effective conclusive and binding service on it in every respect whether or not upon the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of Company, the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Issuer and each Subsidiary Guarantor and such successor’s acceptance of such appointmentmay be enforced in any other courts to whose jurisdiction the Issuer is or may be subject, by suit upon judgment. Upon such acceptanceThe Company, the Guarantor shall notify the Guarantee Trustee in writing of the name Issuer and address of such successor. The each Subsidiary Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing that nothing herein shall affect the any Holder’s right to serve effect service of process in any other manner permitted by any law or limit the right bring a suit action or proceeding (including a proceeding for enforcement of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor a judgment) in the courts of any other court or jurisdiction or jurisdictionsin accordance with applicable law.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe Glencoe U.S. CorporationHoldings Inc., Xxx Xxxxxxxxx 0000 Xxxxxxxx Xxxxx, XxxxxxxxxXxxxx 000 Xxxx, XX Xxxxxxx, Xxxxx, 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx X. XxxxxX’Xxxxxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe Glencoe U.S. Corporation Holdings Inc. in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Company and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture ACE USA, PartnerRe U.S. CorporationInc., 1133 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & X. Xxxx, General Counsel and Secretary, ACE Limited, The ACE Building, 30 Woodbourne Avenue, Xxxxxxxx, 000 Xxxxxxxxx XxxxxxXX 08, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by each of the Company and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Company or the Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company or the Guarantor, as the case may be, and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company or the Guarantor, as the case may be, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation ACE USA, Inc. in full force and effect so long as any of the Debentures Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Trenwick America Corporation, Xxx Xxxxxxxxx One Xxxxxxxxxx Xxxxx, XxxxxxxxxXxxxxxxx, XX Xxxxxxxxxxx 00000-0000, as xx its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Trenwick Group Ltd., Continental Building, 25 Cxxxxx Xxxxxx, Xxxxxxxx, 000 Xxxxxxxxx XxxxxxXX 00, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Xxxxxxx) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Preferred Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Trewnick America Corporation in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company irrevocably (a) submits to any matter arising under this Guarantee Agreement may be brought in any United States the jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court Manhattan in The City of New YorkYork for the purpose of any suit, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether action, or not the Guarantor shall then be doing other proceeding arising out of this Agreement, or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities agreements or transactions contemplated by this Agreement, the obligations Registration Statement, the Time of Sale Disclosure Package, and any Prospectus (each a “Proceeding”), (b) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the Guarantor hereunder remain outstandingfullest extent permitted by law, any immunity from jurisdiction of any such court or until from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the appointment fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. The Company hereby irrevocably appoints Xxxxxxx & Associates, with offices at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, the United States of a successor located America, as agent for service of process in New York any Proceeding and agrees that service of process in any manner permitted by applicable laws in any such suit, action or Connecticut by proceeding may be made upon the Guarantor and such successor’s acceptance Company at the office of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successoragent. The Guarantor further Company represents and warrants that such agent has agreed to act as agent for service of process, and agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstandingeffect. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsTHE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE TIME OF SALE DISCLOSURE PACKAGE AND ANY PROSPECTUS.

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee Agreement, Indenture PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx the Company pursuant to Section 1.5 and to Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, Attention: Xxxxx Xxxx X. Xxxxx, Esq.X'Xxxxxxxx) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company hereunder remain outstanding, or until the appointment of a successor by the Company located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation as its agent in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Each of the Company and the Guarantors hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States Federal or the exclusive jurisdiction of the U.S. federal and New York State court sitting state courts in the Borough of Manhattan, Manhattan in The City of New York, New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Guarantors waives any objection which it may now or hereafter have to the extent laying of venue of any such suit or proceeding in such courts. Each of the Company and the Guarantors agrees that final judgment in any such suit, action or proceeding brought in such court has subject matter jurisdiction over shall be conclusive and binding upon each of the controversy, and, by execution Company and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally Guarantors and unconditionally, may be enforced in any court to the jurisdiction of which the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound Company or the Guarantors is subject by any judgment rendered in a suit upon such proceedingjudgment. The Guarantor also irrevocably and unconditionally waives for the benefit Each of the Guarantee Trustee Company and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby Guarantors irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxxappoints Brookfield Power US Holdings America Co., 000 Xxxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding as its authorized agent upon which process may be served in any such court in The City suit or proceeding, and agrees that service of New Yorkprocess upon such authorized agent, and written notice of such service being hereby acknowledged to the Company or the Guarantors, as the case may be, by the Guarantor person serving the same to the address provided in this Section 16(c), shall be effective and binding service on it deemed in every respect whether effective service of process upon the Company or not the Guarantor shall then be doing Guarantors, as the case may be, in any such suit or shall have at any time done business in New Yorkproceeding. Such appointment shall be irrevocable so long as any Each of the Securities or Company and the obligations Guarantors hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. Each of the Guarantor hereunder remain outstanding, or until Company and the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Guarantors further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of said PartnerRe U.S. Corporation such authorized agent in full force and effect so long as any for a period of seven years from the Debentures or the obligations date of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsthis Agreement.

Submission to Jurisdiction. The Guarantor agrees that To the fullest extent permitted by applicable law, the Company irrevocably submits to the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, Manhattan in The City of New YorkXxx Xxxx, New York to Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under this Indenture and the extent that such court has subject matter jurisdiction over the controversySecurities, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) that all claims in respect of this Guarantee Agreementsuch suit or proceeding may be determined in any such court. The Guarantor Company, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appointsappoints Mizuho Bank, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee AgreementLtd., PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & offices currently at 0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, U.S.A., Attention: Xxxxx X. XxxxxGeneral Managers, Esq.) brought against it with respect to any such proceeding Americas Legal and Compliance Department (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether suit or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorproceeding. The Guarantor further agrees for Company represents that it has notified the benefit Authorized Agent of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment and that the Authorized Agent has accepted the same. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said PartnerRe U.S. Corporation in full force and effect so long as any of service to it mailed by first-class mail or delivered to the Debentures or the obligations of the Guarantor hereunder Company shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with deemed in every respect to any failure by the Guarantor to take effective service of process upon it in any such actionsuit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any law such suit or limit proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right of the Guarantee Trustee judgment or any Holder to institute proceedings against the Guarantor in the courts of any other lawful manner. The Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or jurisdictionsproceeding against it arising out of or based on this Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section 10.10 are intended to be effective upon the execution of this Indenture without any further action by the Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company and the Guarantors hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States Federal or the exclusive jurisdiction of the U.S. federal and New York State court sitting state courts in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court Manhattan in The City of New YorkYork in any suit or proceeding arising out of or relating to this Indenture, the Securities, the Guarantees or the transactions contemplated hereby. The Company and the Guarantors waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Guarantors agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Guarantor, as applicable, and may be enforced in any court to the jurisdiction of which Company or the Guarantor is subject by a suit upon such judgment. The Company and the Guarantors irrevocably appoint CSC North America, with its principal office as of the date of this Indenture located at 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service being hereby acknowledged to the Company or any such Guarantor, as the case may be, by the Guarantor person serving the same to the address provided in Section 105, shall be effective and binding service on it deemed in every respect whether or not effective service of process upon the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s acceptance of Guarantor in any such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorsuit or proceeding. The Guarantor further agrees for the benefit of the Guarantee Trustee Company and the Holders Guarantors hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Company and the Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of said PartnerRe U.S. Corporation such authorized agent in full force and effect so long as any until at least one year after all of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have Securities are no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionslonger Outstanding.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee AgreementAgreement ACE USA, PartnerRe U.S. CorporationInc. 1133 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & X. Xxxx, General Counsel and Secretary, ACE Limited, The ACE Building, 30 Woodbourne Avenue, Xxxxxxxx, 000 Xxxxxxxxx XxxxxxXX 08, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation Ace USA, Inc. in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that To the fullest extent permitted by applicable law, the Issuer irrevocably submits the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State state court sitting in the Borough of Manhattan, Manhattan in The City of New YorkXxx Xxxx, New York to Xxxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under this Indenture and the extent that such court has subject matter jurisdiction over the controversySecurities, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) that all claims in respect of this Guarantee Agreementsuch suit or proceeding may be determined in any such court. The Guarantor Issuer, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. appoints ORIX USA Corporation, Xxx Xxxxxxxxx 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention00000 XXX (Attn: Xxxxx X. XxxxxGeneral Counsel) (the “Authorized Agent”), Esq.) brought against it with respect to any such proceeding as its authorized agent upon whom process may be served in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether suit or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorproceeding. The Guarantor further agrees for Issuer represents that it has notified the benefit Authorized Agent of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment and that the Authorized Agent has accepted the same in writing. The Issuer hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Issuer further agrees that service of process upon its Authorized Agent and written notice of said PartnerRe U.S. Corporation in full force and effect so long as any of service to it mailed by first class mail or delivered to the Debentures or the obligations of the Guarantor hereunder Issuer shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with deemed in every respect to any failure by the Guarantor to take effective service of process upon it in any such actionsuit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any law such suit or limit proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right of the Guarantee Trustee judgment or any Holder to institute proceedings against the Guarantor in the courts of any other lawful manner. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or jurisdictionsproceeding against it arising out of or based on this Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section 10.11 are intended to be effective upon the execution of this Indenture without any further action by the Issuer or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture or the Securities may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or services of notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture, PartnerRe U.S. CT Corporation, 000 0xx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx Everest Re Group, Ltd., c/o ABG Financial & XxxxxxxxManagement Services, 000 Xxxxxxxxx XxxxxxInc., Xxx Xxxxc/x Xxxxxx House, Xxx Xxxx 00000Xxxxxx Business Park, Xxxxxx Road, St. Xxxxxxx, Barbados, Attention: Xxxxx X. Xxxxx, Esq.General Counsel) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing doing, or shall have at any time done done, business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Company hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated obligated, and shall have no responsibility responsibility, with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Senior Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Senior Notes for the term of this Guarantee Agreement, PartnerRe U.S. CorporationRenRe North America Holdings Inc., Xxx Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxxx, XX Xxxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Senior Notes or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Senior Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation RenRe North America Holdings Inc. in full force and effect so long as any of the Debentures Senior Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Senior Note to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Each of New Medtronic and Medtronic Luxco hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States Federal or the exclusive jurisdiction of the U.S. federal and New York State court sitting state courts in the Borough of Manhattan, Manhattan in The City of New York, York in any suit or proceeding arising out of or relating to this Registration Rights Joinder Agreement or the transactions contemplated hereby. Each of New York Medtronic and Medtronic Luxco waives any objection which it may now or hereafter have to the extent laying of venue of any such suit or proceeding in such courts. Each of New Medtronic and Medtronic Luxco agrees that final judgment in any such suit, action or proceeding brought in such court has subject matter jurisdiction over the controversy, and, by execution shall be conclusive and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally binding upon it and unconditionally, may be enforced in any court to the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound which it is subject by any judgment rendered in a suit upon such proceedingjudgment. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby New Medtronic irrevocably designates and appointsappoints C T Corporation System, for having an office on the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, date hereof at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, Attention: Xxxxx X. Xxxxxand Medtronic Luxco irrevocably designates and appoints C T Corporation System, Esq.) brought against it with respect to any such proceeding having an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as its respective authorized agent upon which process may be served in any such court in The City suit or proceeding (each, an “Authorized Agent”). Each of New YorkMedtronic and Medtronic Luxco agrees that service of process upon such Authorized Agent, and written notice of such service being hereby acknowledged by to it at the Guarantor to address set forth below, shall be effective and binding service on it deemed in every respect whether effective service of process upon New Medtronic or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instrumentsMedtronic Luxco, as may be necessary to continue applicable, in any such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures suit or the obligations of the Guarantor hereunder shall be outstandingproceeding. The Guarantee Trustee New Medtronic: Medtronic plc 00 Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: General Counsel with a copy (which shall not be obligated constitute notice to New Medtronic) to: Medtronic, Inc. 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Treasury Department, Mail Stop LC480 Facsimile: (000) 000-0000 E-mail: xx.xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx Medtronic Luxco: Medtronic Global Holdings, S.C.A. 0, xxx xx Xxxxxxx X-0000, Xxxxxxxxxx, Grand Duchy of Luxembourg Attention: General Partner Facsimile: +000 00 000000 with a copy (which shall not constitute notice to Medtronic Luxco) to: Medtronic, Inc. 000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Treasury Department, Mail Stop LC480 Facsimile: (000) 000-0000 E-mail: xx.xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx Each of New Medtronic or Medtronic Luxco hereby represents and shall have no responsibility with respect warrants that such Authorized Agent has accepted such appointment and has agreed to any failure by act as such authorized agent (or another such agent satisfactory to the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right Representatives) for service of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsprocess.

Submission to Jurisdiction. The Guarantor Each of the parties hereto irrevocably agrees that any judicial proceedings suit, action or proceeding arising out of, related to, or in connection with this Indenture, the Notes or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal U.S. federal or New York State state court sitting located in the Borough of Manhattan, The State and City of New York, New York Borough of Manhattan; irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such court has subject matter jurisdiction over the controversy, and, by execution proceeding; and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, submits to the jurisdiction of the aforesaid courtssuch courts in any such suit, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such action or proceeding. The Guarantor also irrevocably and unconditionally waives for Issuer expressly consents to the benefit jurisdiction of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) such court in respect of this Guarantee Agreementany such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. The Guarantor hereby irrevocably designates and appointsIssuer has appointed National Registered Agents, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & XxxxxxxxInc., 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. XxxxxXxxxxx Xxxxxx of America, Esq.) brought against it with respect to any such proceeding as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in The City the State of New York, such service being Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby acknowledged by or thereby, and any action brought under U.S. federal or state securities laws (the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York“Authorized Agent”). Such appointment shall be irrevocable so long as any of unless and until replaced by an agent reasonably acceptable to the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorTrustee. The Guarantor further agrees Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for the benefit service of the Guarantee Trustee process, and the Holders Issuer agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any aforesaid. Service of process upon the Debentures or Authorized Agent and written notice of such service to the obligations of the Guarantor hereunder Issuer shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by deemed, in every respect, effective service of process upon the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsIssuer.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx X. XxxxxX'Xxxxxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings legal suit, action or proceeding arising out of or based upon the Indenture or the Guarantees may be instituted in relation any state or Federal court in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, waives, to the extent it may effectively do so, any matter arising under this Guarantee Agreement objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Guarantor has designated and appointed BP America Inc. (or any successor corporation) as the Guarantor's authorized agent to accept and acknowledge on its behalf service of any and all process which may be brought served in any United States Federal such suit, action or New York State proceeding in any such court sitting and agrees that service of process upon said agent at its office at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of the General Counsel (or at such other address in the Borough of Manhattan, The City of New York, New York as the Guarantor may designate by written notice to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee Company and the Holders any immunity from jurisdiction Trustee), and any immunity from legal process (whether through written notice of said service to the Guarantor, mailed or noticedelivered to it, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx at Xxxxxxxxx Xxxxx, Xxxxxxxxx0 Xxxxxxxx Xxxxxx, XX 00000-0000Xxxxxx XX0X 0XX, as its agent to receive on its behalf service Xxxxxxx, attention of all process the Secretary (until another address is filed by the Guarantor with a copy of all such the Trustee), shall be deemed in every respect effective service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding upon the Guarantor in any such court in The City of New Yorksuit, such service being hereby acknowledged by the Guarantor action or proceeding and shall be taken and held to be effective and binding valid personal service on it in every respect upon the Guarantor, whether or not the Guarantor shall then be doing doing, or shall have at any time done shall have done, business in within the State of New York, and any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such State, and waives all claim of error by reason of any such service. Such Said designation and appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located Indenture shall have been satisfied and discharged in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successoraccordance with Article Four. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue such the designation and appointment of said PartnerRe U.S. Corporation BP America Inc. or any successor corporation in full force and effect so long as any of the Debentures or the obligations of that the Guarantor hereunder shall at all times have an agent for service of process for the above purposes in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be outstanding. The Guarantee Trustee deemed to be an original, but all such counterparts shall not be obligated together constitute but one and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionssame instrument.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Each of the Company and the Selling Shareholders hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States Federal or the exclusive jurisdiction of the U.S. federal and New York State court sitting state courts in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court Manhattan in The City of New YorkYork in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Selling Shareholders waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Selling Shareholders agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Selling Shareholder, as applicable, and may be enforced in any court to the jurisdiction of which Company and each Selling Shareholder, as applicable, is subject by a suit upon such judgment. The Company irrevocably appoints Cision US Inc., located at 100 Xxxx Xxxxxxxx Xxxxxx, 7th Floor, Chicago, IL 60601, as its authorized agent upon which process may be served in any such suit or proceeding and each Selling Shareholder (other than Selling Shareholders who are organized under the laws of the United States) irrevocably appoints GTCR LLC, located at 300 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 as its authorized agent upon which process may be served in any such suit or proceeding, and the Company and any such Selling Shareholder agrees that service of process upon such authorized agent, and written notice of such service being hereby acknowledged to the Company or any such Selling Shareholder, as the case may be, by the Guarantor person serving the same to the address provided in this Section 18(e), shall be effective and binding service on it deemed in every respect whether effective service of process upon the Company and such Selling Shareholder in any such suit or not the Guarantor shall then be doing or shall have at any time done business in New Yorkproceeding. Such appointment shall be irrevocable so long as any Each of the Securities or Company and the obligations applicable Selling Shareholder(s) hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. Each of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee Company and the Holders applicable Selling Shareholder(s) further agree to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of said PartnerRe U.S. Corporation such authorized agent in full force and effect so long as any for a period of seven years from the Debentures or the obligations date of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsthis Agreement.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Preferred Securities Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The the City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementPreferred Securities Guarantee, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementPreferred Securities Guarantee. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders for the term of this Preferred Securities Guarantee AgreementKingsway America Inc., PartnerRe U.S. Corporation0000 Xxxxxxxxx Xxxx, Xxx Xxxxxxxxx XxxxxXxxxx 000, XxxxxxxxxXxxxxxxxxx, XX Xxxxxxxx 00000-0000, Attention: Xxxxx X. Xxxxxx, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx Lord, Bissell & XxxxxxxxBrook, 000 Xxxxxxxxx XxxxxxX. XxXxxxx St., Xxx XxxxChicago, Xxx Xxxx 00000Illinois 60603, Attention: Xxxxx X. Xxxxx, Esq.Love) brought against it with respect to any such proceeding in any such court in The the City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Preferred Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation Kingsway America Inc. in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any the failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.. THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year first above written. KINGSWAY FINANCIAL SERVICES INC. as Guarantor By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: BNY MIDWEST TRUST COMPANY, as Guarantee Trustee By: ------------------------------ Name: Title:

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Subordinated Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Subordinated Notes for the term of this Guarantee Agreement, PartnerRe U.S. CorporationRenRe North America Holdings Inc., Xxx Xxxxxxxxx Xxxxx0000 Xxxxxxxx Xxxxxx, XxxxxxxxxXxxxx 000, XX Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Subordinated Notes or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Subordinated Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation RenRe North America Holdings Inc. in full force and effect so long as any of the Debentures Subordinated Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Subordinated Note to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Issuer and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture or the Securities appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Issuer and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Issuer and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Issuer and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture CT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to (i) if to the Issuer, AXIS Specialty Finance PLC, 4th Floor, Plantation Place South, 00 Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000Xxxxxxx XX0X 0XX, Attention: General Counsel and (ii) if to the Guarantor, AXIS Capital Holdings Limited 00 Xxxxx X. XxxxxXxx Road, Esq.Pembroke HM 08, Bermuda, Attention: General Counsel) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Issuer and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Issuer or the Guarantor, as applicable, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Issuer or the Guarantor, as applicable, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Issuer or the Guarantor, as applicable, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Issuer and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation its agent in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Issuer or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture, PartnerRe U.S. Corporation, Xxx Oxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx the Company pursuant to Section 1.05 and to Dxxxx Xxxx & XxxxxxxxWxxxxxxx, 000 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxx Exxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company hereunder remain outstanding, or until the appointment of a successor by the Company located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation as its agent in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Each of the Issuer and each Subsidiary Guarantor agrees that not organized in the United States hereby appoints the Company as its agent for service of process in any judicial proceedings instituted in relation suit, action or proceeding with respect to any matter arising this Indenture, the Notes and the Note Guarantees and for actions brought under this Guarantee Agreement may be the U.S. federal or state securities laws brought in any U.S. federal or state court located in the Borough of Manhattan in the County and City of New York. The Company hereby acknowledges and accepts its appointment by the Issuer and each Subsidiary Guarantor not organized in the United States. Such service may be made by mailing or delivering a copy of such process to the Issuer or such Subsidiary Guarantor not organized in the United States Federal in care of the Company at its address as specified in Section 11.2 of this Indenture (or New York State court such other address as provided in a written notice to the Trustee). The Company, the Issuer and each Subsidiary Guarantor irrevocably and unconditionally submit to the exclusive jurisdiction of the U.S. federal or state courts sitting in the Borough of Manhattan, The Manhattan in the County and City of New YorkYork over any suit, New York action or proceeding arising out of or relating to this Indenture, the Notes or the Note Guarantees and for actions brought under the U.S. federal or state securities laws. Service of any process on the Company in any such action (and written notice of such service to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to Issuer) shall be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such effective service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it the Issuer or any Guarantor with respect to any such suit, action or proceeding. The Company, the Issuer and each Subsidiary Guarantor irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in The City of New Yorkan inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such service being hereby acknowledged by the Guarantor to court shall be effective conclusive and binding service on it in every respect whether or not upon the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of Company, the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Issuer and each Subsidiary Guarantor and such successor’s acceptance of such appointmentmay be enforced in any other courts to whose jurisdiction the Issuer is or may be subject, by suit upon judgment. Upon such acceptanceThe Company, the Guarantor shall notify the Guarantee Trustee in writing of the name Issuer and address of such successor. The each Subsidiary Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing that nothing herein shall affect the any Holder’s right to serve effect service of process in any other manner permitted by any law or limit the right bring a suit action or proceeding (including a proceeding for enforcement of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor a judgment) in the courts of any other court or jurisdiction or jurisdictionsin accordance with applicable law.

Submission to Jurisdiction. The Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Company and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture Assured Guaranty Corp., PartnerRe U.S. Corporation0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & X. Xxxxxxxx, 000 Xxxxxxxxx General Counsel and Secretary, Assured Guaranty Ltd., 00 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxx, Xxx Xxxx 00000XX 08, Attention: Xxxxx X. Xxxxx, Esq.Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by each of the Company and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Company or the Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company or the Guarantor, as the case may be, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company or the Guarantor, as the case may be, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation Assured Guaranty Corp. in full force and effect so long as any of the Debentures Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Issuer (a) agrees that any judicial proceedings legal suit, action or proceeding arising out of or based upon the Indenture or the Securities may be instituted in relation to any matter arising under this Guarantee Agreement may be brought state or U.S. federal court in any United States Federal or the State and County of New York State court sitting in York, the Borough of Manhattan, The City United States of New YorkAmerica, New York (b) waives, to the extent that it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such court has subject matter jurisdiction over the controversysuit, andaction or proceeding, by execution and delivery of this Guarantee Agreement, the Guarantor hereby (c) irrevocably accepts, generally and unconditionally, submits to the jurisdiction of the aforesaid courtsany such court in any such suit, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such action or proceeding. The Guarantor also irrevocably and unconditionally waives for Issuer hereby designates Stolt-Nielsen, Inc. as the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its Issuer's authorized agent to receive on accept and acxxxxxxxxx xx its behalf service of any and all process (with a copy of all such service of process to which may be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to served in any such suit, action or proceeding in any such court and agrees that service of process upon said agent at its office at 8 Sound Shore Drive, Greenwich, CT 06836, U.S.A. (or at such other adxxxxx xx xxxx xxxxx xxx xxxxxxxxx xx xxxxxxx xxtice to the Issuer and the Trustee), and written notice of said service to the Issuer, mailed or delivered to it, at Dolphin House, Windmill Road, Sunbury-on-Thames, Middlesex, TW16 7HT, Xxxxxxx, Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx, xxxxx xx xxxxxx xx xxxxx xxxxxxt effective service of process upon the Issuer in The City any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, whether or not the Issuer shall then be doing, or at any time shall have done, business within the State of New York, and that any such service being hereby acknowledged of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such State, and waives all claim of error by reason of any such service. Neither such appointment nor such acceptance of jurisdiction shall be interpreted to include actions brought under the Guarantor to be effective United States federal securities laws. Said designation and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any until the earlier of the date on which no Securities remain Outstanding or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and date that this Indenture shall have no responsibility been satisfied and discharged in accordance with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsArticle Nine.

Submission to Jurisdiction. The Guarantor Issuer (i) agrees that any judicial proceedings legal suit, action or proceeding against the Issuer arising out of or based upon this Subordinated Indenture or the Securities may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any court of the State of New York or the United States Federal or New York State court sitting located in the Borough of Manhattan, The City of New York, York (each a “New York Court”), (ii) waives, to the fullest extent that it may effectively do so under applicable law, any objection which it may now or hereafter have to the laying of venue of any such court has subject matter jurisdiction over proceeding in any such New York Court or any immunity it may have or hereafter acquire (on the controversy, and, by execution and delivery grounds of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, sovereignty or otherwise) from the jurisdiction of any such New York Court or from any legal process with respect to itself or its property and (iii) submits to the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by non-exclusive personal jurisdiction of any judgment rendered such New York Court in any such suit or proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticeIssuer agrees to appoint Sumitomo Mitsui Banking Corporation’s New York Branch, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx offices at 000 Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.as its authorized agent (the “Authorized Agent”) brought against it upon whom process may be served in any such action arising out of or based on the Securities of a particular series or this Subordinated Indenture with respect to any a particular series of Securities. The Issuer hereby agrees that such proceeding appointment shall be maintained at least until the first-year anniversary of the first day upon which none of the Securities of the relevant series shall be Outstanding. The Issuer further agrees that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Issuer shall be deemed in every respect effective service of process upon it in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether suit or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such actionproceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any law such suit or limit proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right of the Guarantee Trustee judgment or any Holder to institute proceedings against the Guarantor in the courts of any other lawful manner. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or jurisdictionsproceeding against it arising out of or based on this Subordinated Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section 10.10 are intended to be effective upon the execution of this Subordinated Indenture without any further action by the Issuer or the Trustee and the introduction of a true copy of this Subordinated Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Guarantor agrees that To the fullest extent permitted by applicable law, the Company irrevocably submits the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court Manhattan in The City of New York, such service being hereby acknowledged by the Guarantor to be effective County and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in State of New York. Such appointment shall be irrevocable so long as , United States of America, in any of suit or proceeding based on or arising under this Perpetual Subordinated Indenture and the Securities or the obligations of the Guarantor hereunder remain outstandingSecurities, or until the appointment of a successor located and irrevocably agrees that all claims in New York or Connecticut by the Guarantor and such successor’s acceptance respect of such appointmentsuit or proceeding may be determined in any such court. Upon such acceptanceThe Company, to the Guarantor shall notify fullest extent permitted by applicable law, irrevocably and fully waives the Guarantee Trustee in writing defense of an inconvenient forum to the name and address maintenance of such successorsuit or proceeding and hereby irrevocably designates and appoints Mitsubishi UFJ Financial Group, Attention: General Manager, with offices currently at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Guarantor further agrees for Company represents that it has notified the benefit Authorized Agent of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment and that the Authorized Agent has accepted the same. The Company hereby irrevocably authorizes and directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said PartnerRe U.S. Corporation in full force and effect so long as any of service to it mailed by first class mail or delivered to the Debentures or the obligations of the Guarantor hereunder Company shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with deemed in every respect to any failure by the Guarantor to take effective service of process upon it in any such actionsuit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Company agrees that a final action in any law such suit or limit proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the right of the Guarantee Trustee judgment or any Holder to institute proceedings against the Guarantor in the courts of any other lawful manner. The Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or jurisdictionsproceeding against it arising out of or based on this Perpetual Subordinated Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section 10.10 are intended to be effective upon the execution of this Perpetual Subordinated Indenture without any further action by the Company or the Trustee and the introduction of a true copy of this Perpetual Subordinated Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Guarantor agrees irrevocably (a) acknowledges that this Agreement will be accepted by the Lender and performed by the Guarantor in the State of Alabama; (b) submits to the jurisdiction of each state or federal court sitting in Mxxxxxxxxx County, Alabama (collectively, the “Courts”) over any judicial proceedings instituted suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which the Guarantor is now or hereafter a party (individually, an “Agreement Action”); (c) waives, to the fullest extent permitted by law, any objection or defense that the Guarantor may now or hereafter have based on improper venue, lack of personal jurisdiction, inconvenience of forum or any similar matter in relation to any matter arising under this Guarantee Agreement may be Action brought in any United States Federal or New York State court sitting of the Courts; (d) agrees that final judgment in any Agreement Action brought in any of the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution Courts shall be conclusive and delivery of this Guarantee Agreement, binding upon the Guarantor hereby irrevocably accepts, generally and unconditionally, may be enforced in any other court to the jurisdiction of which the aforesaid courtsGuarantor is subject, acknowledges their competence and irrevocably agrees by a suit upon such judgment; (e) consents to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding on the Guarantor in any such court in The City of New York, such service being hereby acknowledged Agreement Action by the mailing of a copy thereof by registered or certified mail, postage prepaid, to the Guarantor at the Guarantor’s address designated in or pursuant to Section 13; (f) agrees that service in accordance with Section 10(e) shall in every respect be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any the same extent as though served on the Guarantor in person by a person duly authorized to serve such actionprocess; and (g) AGREES THAT THE PROVISIONS OF THIS SECTION, EVEN IF FOUND NOT TO BE STRICTLY ENFORCEABLE BY ANY COURT, SHALL CONSTITUTE “FAIR WARNING” TO THE GUARANTOR THAT THE EXECUTION OF THIS AGREEMENT MAY SUBJECT THE GUARANTOR TO THE JURISDICTION OF EACH STATE OR FEDERAL COURT SITTING IN MXXXXXXXXX COUNTY, ALABAMA WITH RESPECT TO ANY AGREEMENT ACTIONS, AND THAT IT IS FORESEEABLE BY THE GUARANTOR THAT THE GUARANTOR MAY BE SUBJECTED TO THE JURISDICTION OF SUCH COURTS AND MAY BE SUED IN THE STATE OF ALABAMA IN ANY AGREEMENT ACTIONS. Nothing herein in this Section 10 shall affect limit or restrict the Lender’s right to serve process or bring Agreement Actions in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor manners and in the courts of any other jurisdiction or jurisdictionsotherwise than as herein provided.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Issuers hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court Manhattan in The City of New YorkYork in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties in accordance with its terms. Very truly yours, iPCS, INC. By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Vice President and Secretary GUARANTORS: iPCS WIRELESS, INC. iPCS EQUIPMENT, INC. HORIZON PERSONAL COMMUNICATIONS, INC. BRIGHT PCS HOLDINGS, INC. BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC By: /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: Vice President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC UBS SECURITIES LLC XXXXXXXXX & COMPANY, INC. By: BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such service being hereby acknowledged Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the obligations purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Guarantor hereunder remain outstandingSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, or until by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the appointment meaning of the Securities Act. For a successor located in New York or Connecticut by period of 180 days after the Guarantor and such successor’s acceptance of such appointment. Upon such acceptanceExpiration Date, the Guarantor shall notify Issuers will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Guarantee Trustee in writing Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the name Securities who are Initial Purchasers) other than commissions or concessions of any brokers or dealers and address of such successor. The Guarantor further agrees for will indemnify the benefit Holders of the Guarantee Trustee and the Holders to take Securities (including any and all actionbroker-dealers) against certain liabilities, including liabilities under the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsSecurities Act.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any (i) the federal courts of the United States Federal or New York State court sitting of America located in the Borough of Manhattan, The City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties, irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered been brought in such proceedingan inconvenient forum. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticeCompany appoints Law Debenture Corporate Services Inc., attachment prior to judgmentcurrently located at 000 Xxxxxxx Xxxxxx, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx 0xx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxas its agent to receive service of process or other legal summons for purposes of any such suit, Esq.action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) brought against from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any such proceeding in Related Judgment, each party waives any such immunity in the Specified Courts or any other court in The City of New Yorkcompetent jurisdiction, such service being hereby acknowledged by the Guarantor and will not raise or claim or cause to be effective and binding service on it pleaded any such immunity at or in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instrumentsRelated Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsamended.

Submission to Jurisdiction. The Each Guarantor hereby irrevocably agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be legal action, suit or proceeding brought in any United States Federal by or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any matter under or arising out of or in any way connected with this Subsidiaries' Guaranty or any document delivered pursuant hereto or thereto or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding (a "Proceeding") may be brought in the courts of the State of New York or in the District Court for the Southern District of New York, at the election of the party bringing suit. By execution and delivery of this Subsidiaries' Guaranty, each Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the aforesaid courts in person, generally and unconditionally, with respect to any Proceeding for itself and in respect of any of its property, assets and revenues. Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any Proceeding brought in any such court, and hereby further irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in The City of New Yorkan inconvenient forum, such service being hereby acknowledged by or any right to require the Guarantor proceeding to be effective conducted in any other jurisdiction by reason of its present or future domicile. Each Guarantor agrees that a final judgment in any such Proceeding brought in such a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment. Each Guarantor waives personal service on of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in every respect whether or not accordance with the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment provisions of Section 5.1, and service so made shall be irrevocable so long as any of deemed completed on the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located third business day after mailing. Nothing contained in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder this Section 5.10 shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect deemed to any failure by the Guarantor to take any such action. Nothing herein shall affect the right of the Purchaser or any subsequent holder of a Note to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee to commence legal proceedings or otherwise proceed against any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsjurisdiction.

Submission to Jurisdiction. The Issuer and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture or the Securities appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Issuer and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Issuer and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Issuer and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture National Registered Agents, PartnerRe U.S. CorporationInc., 000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxxxxxx Xxxxx, XxxxxxxxxXxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx(i) if to the Issuer, Argo Group US, Inc., 000 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, XX 00000, Attn: Secretary, and (ii) if to the Guarantor, Argo Group International Holdings, Ltd. 00 Xxxxx Xxx Road, Pembroke HM 08, Bermuda, Attention: Xxxxx X. Xxxxx, Esq.Secretary) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Issuer and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Issuer or the Guarantor, as applicable, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Issuer or the Guarantor, as applicable, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Issuer or the Guarantor, as applicable, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Issuer and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation its agent in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Issuer or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx X. XxxxxX'Xxxxxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture or the Securities may be brought in any United States Federal federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture CT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & XxxxxxxxCorporate Secretary, 000 Xxxxxxxxx XxxxxxElan Corporation, Xxx Xxxxplc, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxxx Xxxxx, Esq.Xxxxxxx Xxxxx, Xxxxxx 0, Xxxxxxx) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. The Company hereby irrevocably designates and appoints for the benefit of the Trustee and the Holders of the Securities for the term of this Indenture CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to President, Elan Capital Corp., Ltd., 000 Xx. Xxxxx Xxxxx, Flatts Xxxxx, FL 04 Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Company to be effective and binding service on it in every respect whether or not the Company shall then be doing or shall have at anytime done business in New York. Such appointment appointments shall be irrevocable so long as any of the Securities or the respective obligations of the Company and the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company or the Guarantor, as the case may be, and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company or the Guarantor, as the case may be, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation System, Inc., in full force and effect so long as any of the Debentures Securities or the respective obligations of the Company and the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Except as set forth below, no Claim may be brought commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States Federal or New York State court sitting in District Court for the Borough of Manhattan, The City Southern District of New York, New York which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Company (in the case of the Company on its behalf and, to the extent that such court has subject matter jurisdiction over the controversypermitted by applicable law, andon behalf of its stockholders and affiliates) waives all right to trial by jury in any action, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process proceeding or counterclaim (whether through service or noticebased upon contract, attachment prior to judgment, attachment in the aid of execution, execution tort or otherwise) in respect any way arising out of or relating to this Guarantee Agreement. The Guarantor hereby irrevocably designates and appointsCompany agrees that a final, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000non-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to appealable judgment in any such action, proceeding or counterclaim brought in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to shall be effective conclusive and binding service on it in every respect whether or not upon the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process enforced in any other manner permitted courts in the jurisdiction of which the Company is or may be subject, by any law suit upon such judgment. If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Manager. Alternatively, the execution of this Agreement by the Company and its acceptance by or limit the right on behalf of the Guarantee Trustee Manager may be evidenced by an exchange of telegraphic or any Holder to institute proceedings against other written communications. Very truly yours, IMPAC MORTGAGE HOLDINGS, INC. By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Chief Executive Officer ACCEPTED as of the Guarantor in the courts of any other jurisdiction or jurisdictions.date first above written Xxxxxxx Xxxxxxx Securities Corporation By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director

Submission to Jurisdiction. The Guarantor Each of the Company and the Subsidiary Guarantors agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any submit to the non-exclusive jurisdiction of the courts of the State of New York and the United States Federal or New York State court Courts sitting in the Borough of Manhattan, The City of New YorkYork for the purposes of any suit, New York action or proceeding arising out of or relating to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction . Each of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee Company and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor Subsidiary Guarantors hereby irrevocably designates and appointsappoints CT Corporation System, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such proceedings in any court sitting in The City of New York, New York, such service being hereby acknowledged by the Guarantor Company and the Subsidiary Guarantors to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at respect. A copy of any time done business in New York. Such appointment such process so served shall be irrevocable so long as mailed by registered mail to the Company and the Subsidiary Guarantors at the address specified in Section 12(e) hereof, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by the Company or the Subsidiary Guarantors refuses to accept service, each of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee Company and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder Subsidiary Guarantors hereby agrees that service upon it by mail shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such actionconstitute sufficient notice. Nothing herein shall affect the right to serve process in any other manner permitted by any law or shall limit the right of the Guarantee Trustee or any Holder Holders to institute bring proceedings against the Guarantor Company or the Subsidiary Guarantors in the courts of any other jurisdiction. To the extent that the Company, the Subsidiary Guarantors or any of their properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or jurisdictionsprior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or from other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which the proceedings may at any time be commenced, with respect to their obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, each of the Company and the Subsidiary Guarantors, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement. Each of the Company and the Subsidiary Guarantors irrevocably waives the right to demand that the plaintiff post a bond or guaranty or other similar cautio indicatum solvi in any action or proceeding arising out of relating to this Agreement against the Company or the Subsidiary Guarantors in Argentina.

Submission to Jurisdiction. The Guarantor agrees that Any legal action or proceeding against the Borrower with respect to this Agreement, or any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Financing Document may be brought in any the courts of the State of New York in the County of New York or of the United States Federal or for the Southern District of New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor Borrower hereby irrevocably acceptsaccepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably Borrower agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and unconditionally waives for binding upon the benefit Borrower, and may be enforced in any other jurisdiction, including without limitation Nicaragua, by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor Borrower hereby irrevocably designates designates, appoints and appointsempowers CT Corporation System, for on the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreementdate hereof, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxas its designee, Esq.) brought against it with appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect to any such proceeding in any such court in The City of New Yorkits property, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such legal process, summons, notices and documents and instruments, as which may be necessary served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to continue such designation be available to act as such, the Borrower agrees to designate a new designee, appointee and appointment agent in New York City on the terms and for the purposes of said PartnerRe U.S. Corporation in full force and effect so long as this provision satisfactory to the Lender. The Borrower further irrevocably consents to the service of process out of any of the Debentures aforementioned courts in any such action or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure proceeding by the Guarantor mailing of copies thereof by registered or certified mail, postage prepaid, to take any the Borrower, at its address set forth in Section 7.01 hereof, such actionservice to become effective 30 days after such mailing. Nothing herein shall affect the right of the Lender to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee to commence legal proceedings or any Holder to institute proceedings otherwise proceed against the Guarantor Borrower in the courts of Nicaragua or in any other jurisdiction or jurisdictionsjurisdiction.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Junior Subordinated Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Junior Subordinated Notes for the term of this Guarantee Agreement, PartnerRe U.S. CorporationRenRe North America Holdings Inc., Xxx Xxxxxxxxx Xxxxx0000 Xxxxxxxx Xxxxxx, XxxxxxxxxXxxxx 000, XX Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Junior Subordinated Notes or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Junior Subordinated Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation RenRe North America Holdings Inc. in full force and effect so long as any of the Debentures Junior Subordinated Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Junior Subordinated Note to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Each party to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York hereby irrevocably submits to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courtsEnglish courts in any action or proceeding arising out of or relating to this Agreement, acknowledges their competence and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined by such courts. Each party to be bound by this Agreement hereby irrevocably waives, to the fullest extent it may possibly do so, any judgment rendered in defence or claim that the English courts are an inconvenient forum for the maintenance or hearing of such action or proceeding. THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement. SIGNED by SANTANDER UK PLC ) ) acting by its attorney ) SIGNED by ) SANTANDER UK PLC ) acting by its attorney ) SIGNED by ) ABBEY COVERED BONDS LLP ) acting by its attorney ) SIGNED by an authorised signatory ) for and on behalf of ) DEUTSCHE TRUSTEE COMPANY LIMITED ) [CALCULATION AGENT] [Address of Calculation Agent] Telex No: ⚫ Attention: ⚫ By: [PRINCIPAL PAYING AGENT] [Address of Principal Paying Agent] Telex No: ⚫ Attention: ⚫ By: SCHEDULE TO THE CALCULATION AGENCY AGREEMENT Series number Issue Date Maturity Date Title and Nominal Amount NGCB / NSS [Yes/No] Annotation by Calculation Agent/Issuer SCHEDULE 2 TRADING DESK AND ADMINISTRATIVE INFORMATION THE ISSUER SANTANDER UK PLC 0 Xxxxxx Xxxxxx Xxxxxx'x Xxxxx Xxxxxx XX0 0XX Attention: Medium Term Funding Email: XXX@xxxxxxxxx.xx.xx THE LLP ABBEY COVERED BONDS LLP c/o Santander UK plc 0 Xxxxxx Xxxxxx Xxxxxx'x Xxxxx Xxxxxx XX0 0XX Attention: Medium Term Funding Email: XXX@xxxxxxxxx.xx.xx The Guarantor also Principal Paying Agent DEUTSCHE BANK AG, LONDON BRANCH Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Attention: TSS-SFS (ABS/MBS Group) Email: xxx.xxx.xxxxxx@xxxx.xx.xxx The Security Trustee and Bond Trustee DEUTSCHE TRUSTEE COMPANY LIMITED Xxxxxxxxxx Xxxxx 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Attention: Managing Director (ABS/MBS Group) Email: xxx.xxx.xxxxxx@xxxx.xx.xxx The Registrar DEUTSCHE BANK TRUST COMPANY AMERICAS 00 Xxxx Xx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: MBS Administration – Santander UK €35bn Global Covered Bond Programme Email: xxxxxxx.xxxxxxxx@xx.xxx The Exchange Agent DEUTSCHE BANK TRUST COMPANY AMERICAS 00 Xxxx Xx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: MBS Administration – Santander UK €35bn Global Covered Bond Programme Email: xxxxxxx.xxxxxxxx@xx.xxx The Paying Agents and Transfer Agents DEUTSCHE BANK TRUST COMPANY AMERICAS 00 Xxxx Xx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: MBS Administration – Santander UK €35bn Global Covered Bond Programme Email: xxxxxxx.xxxxxxxx@xx.xxx The N Covered Bond Paying Agent DEUTSCHE BANK AKTIENGESELLSCHAFT Xxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Tel: (00) 00 000 00000 Email: xxxxxxxxx.xxxxxxxxxxxx@xx.xxx The N Covered Bond Registrar DEUTSCHE BANK AKTIENGESELLSCHAFT Xxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Tel: (00) 00 000 00000 / 43535 Email: xxxxxxxxx.xxxxxxxxxxxxxx@xxxx.xx.xxx The N Covered Bond Transfer Agent DEUTSCHE BANK AKTIENGESELLSCHAFT Xxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Tel: (00) 00 000 00000 / 43535 Email: xxxxxxxxx.xxxxxxxxxxxxxx@xxxx.xx.xxx SCHEDULE 3 [Date] FORM OF FINAL TERMS DOCUMENT Santander UK plc Issue of [Aggregate Nominal Amount of Tranche] [Title of Covered Bonds] unconditionally guaranteed by Santander UK plc and irrevocably and unconditionally waives guaranteed as to payment of principal and interest by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme [MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the benefit purposes of each manufacturer’s product approval process, the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) target market assessment in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, the Covered Bonds has led to the conclusion that: (i) the target market for the benefit of the Guarantee Trustee Covered Bonds is eligible counterparties and the Holders for the term of this Guarantee Agreementprofessional clients only, PartnerRe U.S. Corporationeach as defined in Directive 2014/65/EU (as amended, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions."MiFID II"); and

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000Agreement [ ], as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx LeBoeuf, Lamb, Xxxxxx & XxxxxxxxXxxXxx, L.L.P., 000 Xxxxxxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.[ ]) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Preferred Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation [Agent Name] in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Subordinated Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Subordinated Notes for the term of this Guarantee Agreement, PartnerRe U.S. CorporationRenRe North America Holdings Inc., Xxx Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxxx, XX Xxxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Subordinated Notes or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Subordinated Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation RenRe North America Holdings Inc. in full force and effect so long as any of the Debentures Subordinated Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Subordinated Note to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Company hereby acknowledges and agrees for the benefit of the Trustee and the Holders of Securities and Coupons that any judicial proceedings instituted in relation to any matter arising under out of this Guarantee Agreement Indenture, the Securities or the Coupons may be brought in any United States Federal or New York State court sitting having subject matter jurisdiction in the Borough of Manhattan, The City of New York, New York to (including, without limitation, federal courts located in the extent that such court has subject matter jurisdiction over the controversyBorough of Manhattan, The City of New York, New York), and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, accepts generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in any such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of Securities, Guarantees and Coupons for the term of this Guarantee Agreement, PartnerRe U.S. Indenture CT Corporation, Xxx Xxxxxxxxx Xxxxx111 8th Avenue, XxxxxxxxxNew York, XX 00000-0000, New York 10011 as its agent to receive on its behalf service of all process ixx xxxxxx xxxxxxx xx xxx xxxxxxx (with a xxxx x copy of all such service of process to be delivered to Xxxxx Xxxx & XxxxxxxxCT Corporation, 000 Xxxxxxxxx Xxxxxx111 8th Avenue, Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.New York 10011) brought against it with respect to any such proceeding in any resxxxx xx xxx xxxx xxxxxxxxxx xx xxx such court in The the City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the 106 Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Company and each Guarantor agrees agree that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Company and each Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Company and each Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Company and each Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000Indenture - , as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.the Vice President and General Counsel of the Company) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by each of the Guarantor Company and the Guarantors to be effective and binding service on it in every respect whether or not the Guarantor Company or each Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the respective obligations of the Company and each Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company or the Guarantors, as the case may be, and such successor’s 's acceptance of such appointment. Upon such acceptanceacceptance the Company or the Guarantors, as the Guarantor case may be, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and each Guarantor each further agrees agree for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation - in full force and effect so long as any of the Debentures Securities or Coupons or the respective obligations of the Guarantor Company and the Guarantors hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or any Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company or the Guarantors in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Company and each Guarantor agrees irrevocably agree that any judicial proceedings suit, action or proceeding against the Company or any Guarantor arising out of or based upon this Indenture, the Securities, the Guarantees or the public offering of the Securities may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal state or New York State federal court sitting in the Borough of Manhattan, The City of New York, New York York, and irrevocably waive, to the extent that they may lawfully do so, any objection which they may now or hereafter have to the laying of venue of any such court has subject matter suit, action or proceeding, and irrevocably submit to the nonexclusive jurisdiction over the controversyof such courts in any suit, and, by execution action or proceeding. The Company and delivery of this Guarantee Agreement, the each Guarantor hereby irrevocably acceptsappoint ADT, generally and unconditionallyInc., 1750 Xxxxx Xxxxx Road, X.X. Xxx 0000, Xxxx Xxxxx, Xxxxxxx 00000, as their Authorized Agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based on this Indenture, the jurisdiction Securities, the Guarantees or the public offering of the aforesaid courts, acknowledges their competence and irrevocably agrees to Securities which may be bound by instituted in any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service state or notice, attachment prior to judgment, attachment federal court in the aid Borough of executionManhattan, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as , and the Company and each Guarantor expressly consent to the jurisdiction of any such court in respect of the Securities any such suit, action or the obligations proceeding, and waive any other requirements of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorobjections to personal jurisdiction with respect thereto. The Company and each Guarantor further agrees represent and warrant that the Authorized Agent has agreed to act as said agent for the benefit service of the Guarantee Trustee process, and the Holders Company and each Guarantor agree to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or any of the Debentures or the obligations of the Guarantor hereunder shall be outstandingdeemed, in every respect, effective service of process upon the Company or such Guarantor. The Guarantee Trustee shall foregoing does not be obligated and shall have no responsibility with respect to limit any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Security to institute proceedings against the Guarantor any suit, action or proceeding in the courts of any other jurisdiction or jurisdictionscourt of competent jurisdiction.

Submission to Jurisdiction. The Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture CT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx(i) if to the Company, 000 Xxxxxxxxx Validus Holdings (UK) plc, 00 Xxxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000Xxxxxxx XX0X 0XX, Attention: Xxxxx X. XxxxxCompany Secretary and (ii) if to the Guarantor, Esq.Validus Holdings, Ltd., 00 Xxxxxxxx Xxxx, Xxxxxxxx XX 00, Xxxxxxx, Xxxxxxxxx: General Counsel) brought against it with respect to any such proceeding in any such court in The City of New YorkXxx Xxxx xx Xxx Xxxx, such service being hereby acknowledged by the Company and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Company or the Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company or the Guarantor, as the case may be, hereunder remain outstanding, outstanding or until the appointment of a successor located in New York or Connecticut by the Guarantor Company or the Guarantor, as the case may be, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company or the Guarantor, as the case may be, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation System in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Each of the parties hereto irrevocably (i) agrees that any judicial proceedings legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in relation any New York Court, (ii) waives, to the fullest extent it may effectively do so, any matter arising under this Guarantee Agreement objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Xxxxxxx & Associates, as its authorized agent (the “Authorized Agent”) upon whom process may be brought served in any United States Federal such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York State court sitting in Court by the Borough of ManhattanPlacement Agent or by any person who controls the Placement Agent, The City of New York, New York expressly consents to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City respect of New Yorkany such action, such service being hereby acknowledged by the Guarantor and waives any other requirements of or objections to be effective and binding service on it in every personal jurisdiction with respect whether or not the Guarantor shall then be doing or shall have at any time done business in New Yorkthereto. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorirrevocable. The Guarantor further Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any aforesaid. Service of process upon the Debentures or Authorized Agent and written notice of such service to the obligations of the Guarantor hereunder Company shall be outstandingdeemed, in every respect, effective service of process upon the Company. [The Guarantee Trustee shall not be obligated remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and shall have no responsibility with respect returning to any failure by the Guarantor to take any such actionPlacement Agent the enclosed copy of this Agreement. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.Very truly yours,

Submission to Jurisdiction. The Guarantor Issuer agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, or the Securities may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Issuer hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Issuer also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Issuer hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture CT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to AXIS Capital Holdings Limited 00 Xxxxx Xxxx & XxxxxxxxXxx Road, 000 Xxxxxxxxx XxxxxxPembroke HM 08, Xxx Xxxx, Xxx Xxxx 00000Bermuda, Attention: Xxxxx X. Xxxxx, Esq.General Counsel) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Issuer to be effective and binding service on it in every respect whether or not the Guarantor Issuer shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Issuer hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Issuer and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Issuer shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Issuer further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation its agent in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Issuer hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Issuer to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Issuer in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees For the benefit of the Mortgagee, the parties hereto irrevocably agree that any judicial legal action or proceedings instituted in relation to any matter arising under connection with this Guarantee Agreement Deed may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid English courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other country chosen by the Mortgagee, each of which shall have jurisdiction to settle any disputes arising out of or jurisdictionsin connection with this Deed. Each of the Owner, the Charter Guarantor and the Charterer irrevocably and unconditionally submits to the jurisdiction of the English courts, and the courts of any country chosen by the Mortgagee and the Owner, the Charter Guarantor and the Charterer irrevocably designate, appoint and empower Law Debenture Corporate Services Limited at present of Fifth Floor, 100 Wood Street, London EC2V 7EX, England (xx xxx xxxx xx xxx Xxxxx) xxx Xxx Xxxxxxx (XX) Xxxxxxx xx xxxxxnt of 50 Park Street, London W1K 2JJ, United Kingdom (in the casx xx xxx Xxxxxxxxx xxx xxx Xxxxxxx Xxxxxxxxx) to receive, for it and on its behalf, service of process issued out of the English courts in any legal action or proceedings arising out of or in connection with this Deed. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Mortgagee to take proceedings against the Owner and/or the Charterer and/or the Charter Guarantor in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties further agree that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Owner or the Charterer and/or the Charter Guarantor may have against the Mortgagee arising out of or in connection with this Deed.

Submission to Jurisdiction. The Each of the Company and the Guarantor agrees that hereby irrevocably submits to the exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States U.S. Federal or New York State court sitting in the Borough of ManhattanManhattan in the City, The City County and State of New York, New York United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company and the Guarantor irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent that such court has subject matter jurisdiction over permitted by law, each of the controversy, and, by execution Company and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably acceptswaive any objections to the enforcement by any competent court in Luxembourg of any judgment validly obtained in any such court in New York on the basis of any such legal suit, generally and unconditionally, the jurisdiction action or proceeding. Each of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee Company and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticeGuarantor have appointed C T Corporation System, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Xxxxxx Xxxxxx of America (the “Process Agent”) brought against it with respect to any such proceeding as its Process Agent upon whom process may be served in any such court in The City of New Yorklegal suit, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether action or not the Guarantor shall then be doing or shall have at any time done business in New Yorkproceeding. Such appointment shall be irrevocable so long irrevocable. The Process Agent has agreed to act as any said agent for service of process and the Securities or the obligations of Company and the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders agree to take any and all action, including the execution and filing of any and all such documents and instruments, as instruments that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any aforesaid. Each of the Debentures or the obligations of Company and the Guarantor hereunder further agrees that service of process upon the Process Agent and written notice of said service to the Company and the Guarantor shall be outstanding. The Guarantee Trustee shall not be obligated deemed in every respect effective service of process upon the Company and shall have no responsibility with respect to any failure by the Guarantor to take in any such actionlegal suit, action or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other manner permitted by law. Notwithstanding the foregoing, any law legal suit, action or limit proceeding based on or arising under this Agreement may be instituted by any Initial Purchaser, the right directors, officers, employees, Affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, in any court in which competent jurisdiction can be established over the Company or the Guarantor, and each of the Guarantee Trustee or any Holder to institute proceedings against Company and the Guarantor hereby agrees that all claims in respect of such suit or proceeding may be determined in any such court. The provisions of this Section 17 are intended to be effective upon the courts execution of this Agreement without any other jurisdiction further action by the Company or jurisdictionsthe Guarantor and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Guarantor agrees (a) Except as set forth in the last sentence of this subparagraph, the Borrower and the Lender each hereby irrevocably consent that any judicial proceedings instituted in relation suit, legal action or proceeding against it or any of its property with respect to any matter of the rights or obligations arising directly or indirectly under this Guarantee Agreement or relating to the Related Documents to which it is a party, subject to the limitations contained in Section 11.6 hereof, may be brought in any New York State or United States Federal or New York State court sitting located in the Borough of Manhattan, The City and State of New York, New York to as the extent that such court has subject matter jurisdiction over the controversyLender may elect, and, and by execution and delivery of this Guarantee Agreement, the Guarantor Related Documents to which it is a party the Borrower and the Lender each hereby irrevocably acceptssubmits to and accepts with regard to any such suit, legal action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor Borrower hereby irrevocably designates designates, appoints and appointsempowers Prentice Hall Corporation System, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, Inc. as its agent to receive for and on its behalf service of all process (in New York in any suit, legal action or proceeding with respect to the Related Documents to which it is a party. A copy of all 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 hereof, but the failure of the agent to send, or of the Borrower to receive, such copy shall not affect in any way the validity or sufficiency of the service of process by service upon such agent. The Borrower and the Lender each further irrevocably consents to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding the service of process in any such court in The City of New Yorksuit, such service being hereby acknowledged legal action or proceeding by the Guarantor mailing of copies thereof by registered or certified airmail, postage prepaid, return receipt requested, to be effective the Borrower and binding service on it the Lender at their respective addresses set forth in every respect whether or Section 11.2 hereof (as changed by notice from time to time as provided therein). The foregoing shall not limit the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any right of the Securities Lender or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right Borrower to serve process in any other manner permitted by law or, subject to the limitations contained in Section 11.6 hereof, to bring any law suit, legal action or limit proceeding or to obtain execution of judgment in any other jurisdiction, including, without limitation, Delaware and the right other jurisdictions in which the Sites are located, it being the intention of the Guarantee Trustee parties that any action or proceeding to foreclose any Holder to institute proceedings against of the Guarantor Mortgages may be brought in the courts of any other jurisdiction or jurisdictionsin which the Site encumbered by such Mortgage is located.

Submission to Jurisdiction. The Guarantor agrees that To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal U.S. federal or New York State state court sitting in the Borough of Manhattan, The Manhattan in the City of New YorkNxx Xxxx, New York to Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding based on or arising under this Indenture or the extent that such court has subject matter jurisdiction over the controversyNotes, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) that all claims in respect of this Guarantee Agreementsuch suit or proceeding may be determined in any such court. The Guarantor Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and irrevocably waives to the fullest extent it may effectively do so any objection which it may now or hereafter have to the laying of venue of any such proceeding, and each of the Issuer and the Guarantors hereby irrevocably designates consents to be served with notice and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process by delivery or by registered mail with return receipt requested addressed to be delivered to Xxxxx Xxxx & XxxxxxxxFMCH’s registered agent, 000 Xxxxxxxxx which as of the date hereof is CT Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it XX 00000 (which service of process by registered mail shall be effective with respect to the Issuer and the Guarantors so long as such return receipt is obtained, or in the event of a refusal to sign such receipt any Holder or the Trustee is able to produce evidence of attempted delivery by such proceeding means). Each of the Issuer and the Guarantors further agrees that such service of process and written notice of such service to the Issuer and the Guarantors in the circumstances described above shall be deemed in every respect effective notice and service of process upon each of the Issuer and the Guarantors in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether action or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such actionproceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by any law or limit the right law. Each of the Guarantee Trustee Issuer and the Guarantors agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any Holder to institute proceedings against other lawful manner. Notwithstanding the Guarantor foregoing, each of the Issuer and the Guarantors hereby agrees that any action arising out of or based on this Indenture or the Notes may also be instituted in any competent court in Germany, and it expressly accepts the courts jurisdiction of any other such court in any such action. Each of the Issuer and the Guarantors hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or jurisdictionsproceeding against it arising out of or based on this Indenture or the Notes. The provisions of this Section 11.7 are intended to be effective upon the execution of this Indenture without any further action by the Issuer and the Guarantors and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Submission to Jurisdiction. The Each of the Issuer and the Guarantor (a) agrees that any judicial proceedings legal suit, action or proceeding arising out of or based upon this Indenture, the Securities or the Guaranty may be instituted in relation to any matter arising under this Guarantee Agreement may be brought state or U.S. federal court in any United States Federal or the State and County of New York State court sitting in York, the Borough of Manhattan, The City United States of New YorkAmerica, New York (b) waives, to the extent that it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such court has subject matter jurisdiction over the controversysuit, andaction or proceeding, by execution and delivery of this Guarantee Agreement, the Guarantor hereby (c) irrevocably accepts, generally and unconditionally, submits to the jurisdiction of the aforesaid courtsany such court in any such suit, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such action or proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticehereby designates Ahold U.S.A., attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000Inc., as its authorized agent to receive accept and acknowledge on its behalf service of any and all process (with a copy of all such service of process to which may be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to served in any such suit, action or proceeding in any such court in The City and agrees that service of New Yorkprocess upon said agent at its office at One Atlanta Plaza, such 950 East Paces Ferry Road, Suite 2575, Xxxxxxx, Xxxxxxx 00000, U.S.A., Attention: Chief Executive Officer, and written notice of said service being hereby acknowledged by the Guarantor mailed or delivered to it at Xxxxxx Xxxxxxxx 0, 0000 XX Xxxxxxx, Xxx Xxxxxxxxxxx, Attention: Treasurer, shall be effective and binding service on it deemed in every respect effective service of process upon the Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Guarantor whether or not the Guarantor shall then be doing doing, or shall have at any time done shall have done, business in within the State of New York, and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such State, and waives all claim of error by reason of any such service. Such Neither such appointment nor such acceptance of jurisdiction shall be interpreted to include actions brought under the United States federal securities laws. Said designation and appointment shall be irrevocable so long as any until the earlier of the date on which no Securities remain Outstanding or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and date that this Indenture shall have no responsibility been satisfied and discharged in accordance with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsArticle Nine.

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to the Company pursuant to Section 1.05 and to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company hereunder remain outstanding, or until the appointment of a successor by the Company located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation as its agent in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Company hereby acknowledges and agrees for the benefit of the Trustee and the Holders of Securities and Coupons that any judicial proceedings instituted in relation to any matter arising under out of this Guarantee Agreement Indenture, the Securities or the Coupons may be brought in any United States Federal or New York State court sitting having subject matter jurisdiction in the Borough of Manhattan, The City of New York, New York to (including, without limitation, federal courts located in the extent that such court has subject matter jurisdiction over the controversyBorough of Manhattan, The City of New York, New York), and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, accepts generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in any such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of Securities, Guarantees and Coupons for the term of this Guarantee Agreement, PartnerRe U.S. Indenture CT Corporation, 1633 Xxxxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX 00000-0000, as Xxx Xxxx 00000 xx its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & CT Corporation, 1633 Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought xxought against it with respect to any such proceeding in any such court in The the City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons 101 110 or the obligations of the Guarantor Company hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Junior Subordinated Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Junior Subordinated Notes for the term of this Guarantee Agreement, PartnerRe U.S. CorporationRenRe North America Holdings Inc., Xxx Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxxx, XX Xxxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Junior Subordinated Notes or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Junior Subordinated Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation RenRe North America Holdings Inc. in full force and effect so long as any of the Debentures Junior Subordinated Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Junior Subordinated Note to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Issuer and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture or the Securities appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Issuer and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Issuer and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Issuer and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture CT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx (i) if to the Issuer, AXIS Specialty Finance PLC, 00 Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000Xxxxxxx XX0X 0XX, Attention: General Counsel and (ii) if to the Guarantor, AXIS Capital Holdings Limited 00 Xxxxx X. XxxxxXxx Road, Esq.Pembroke HM 08, Bermuda, Attention: General Counsel) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Issuer and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Issuer or the Guarantor, as applicable, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Issuer or the Guarantor, as applicable, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Issuer or the Guarantor, as applicable, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Issuer and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation its agent in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Issuer or the Guarantor, as applicable, hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Issuer or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Company, the Guarantor and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and each of the Company and the Guarantor agrees that any judicial proceedings legal suit, action or proceeding arising out of or relating to the Securities or the Guarantee, may be instituted in relation any federal or state court in the Borough of Manhattan, The City of New York, waives any objection which it may now or hereafter have to the laying of the venue of any matter such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. Each of the Company, the Trustee and the Guarantor further submits to the jurisdiction of the courts of its own corporate domicile in any legal suit, action or proceeding arising under out of or relating to this Indenture, the Securities or the Guarantee. Each of the Company and the Guarantor hereby designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its authorized agent uxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxxl suit, action or proceeding arising out of or relating to this Indenture, the Securities or the Guarantee Agreement which may be brought instituted in any United States Federal federal or New York State state court sitting in the Borough of Manhattan, The City of New York, New York to the extent York, and agrees that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process upon such agent, and written notice of said service to the Company or the Guarantor by the Person serving the same, shall be delivered deemed in every respect effective service of process upon the Company (if such notice is given to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.the Company) brought against it with respect or upon the Guarantor (if such notice is given to any such proceeding the Guarantor) in any such court suit, action or proceeding and further designates its domicile, the domicile of CT Corporation System specified above and any domicile CT Corporation System may have in The City the future as its domicile to receive any notice hereunder (including service of New Yorkprocess). If for any reason CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, such service being hereby acknowledged by each of the Company and the Guarantor will promptly appoint a successor agent for this purpose reasonably acceptable to be effective the Trustee. Each of the Company and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, actions as may be necessary to continue maintain such designation and appointment of said PartnerRe U.S. Corporation such agent in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionseffect.

Submission to Jurisdiction. The Guarantor Each of the parties hereto hereby irrevocably agrees that any judicial proceedings legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal state or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such federal court in The City of New YorkYork and in the respective courts of each party’s own corporate domicile with respect to actions brought against it, irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each CEMEX Transaction Party and the Issuer hereby appoints CEMEX NY Corporation, the Company’s New York subsidiary, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in The City of New York by any Initial Purchaser or by any person who controls any of the Initial Purchasers, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of CEMEX NY Corporation specified above and any domicile that CEMEX NY Corporation may have in the future as its domicile to receive any notice hereunder (including service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New Yorkof process). Such appointment shall be irrevocable so long irrevocable. If for any reason CEMEX NY Corporation (or any successor agent for this purpose) shall cease to act as any agent for service of process as provided above, each CEMEX Transaction Party and the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of Issuer will promptly appoint a successor located in New York or Connecticut by the Guarantor agent for this purpose reasonably acceptable to you and such successor’s acceptance of such appointmentshall grant thereto notarial powers-of-attorney for lawsuits and collections. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee Each CEMEX Transaction Party and the Holders Issuer represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and each CEMEX Transaction Party and the Issuer agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation instruments in full force and effect so long effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to any of the Debentures CEMEX Transaction Party or the obligations of the Guarantor hereunder Issuer shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to deemed, in every respect, effective service of process upon any failure by CEMEX Transaction Party or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsIssuer, respectively.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Senior Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders of the Senior Notes for the term of this Guarantee Agreement, PartnerRe U.S. CorporationRenRe North America Holdings Inc., Xxx Xxxxxxxxx Xxxxx0000 Xxxxxxxx Xxxxxx, XxxxxxxxxXxxxx 000, XX Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxxxxx Xxxx & XxxxxxxxXxxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Senior Notes or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut Texas by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Senior Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation RenRe North America Holdings Inc. in full force and effect so long as any of the Debentures Senior Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Senior Note to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Company and each Guarantor agrees irrevocably agree that any judicial proceedings suit, action or proceeding against the Company or any Guarantor arising out of or based upon this Indenture, the Securities, the Guarantees or the public offering of the Securities may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal state or New York State federal court sitting in the Borough of Manhattan, The City of New York, New York York, and irrevocably waive, to the extent that they may lawfully do so, any objection which they may now or hereafter have to the laying of venue of any such court has subject matter suit, action or proceeding, and irrevocably submit to the nonexclusive jurisdiction over the controversyof such courts in any suit, and, by execution action or proceeding. The Company and delivery of this Guarantee Agreement, the each Guarantor hereby irrevocably acceptsappoint ADT, generally and unconditionallyInc., 1750 Clint Moore Road, P.O. Box 5035, Boca Raton, Florida 33431, as thexx Xxxxxxxxed Agenx (xxx "Xxxxxxxxxx Xxxxx") xxxx xxxx xxxcess may be served in any suit, action or proceeding arising out of or based on this Indenture, the jurisdiction Securities, the Guarantees or the public offering of the aforesaid courts, acknowledges their competence and irrevocably agrees to Securities which may be bound by instituted in any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service state or notice, attachment prior to judgment, attachment federal court in the aid Borough of executionManhattan, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as , and the Company and each Guarantor expressly consent to the jurisdiction of any such court in respect of the Securities any such suit, action or the obligations proceeding, and waive any other requirements of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorobjections to personal jurisdiction with respect thereto. The Company and each Guarantor further agrees represent and warrant that the Authorized Agent has agreed to act as said agent for the benefit service of the Guarantee Trustee process, and the Holders Company and each Guarantor agree to take any and all action, including the execution and filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or any of the Debentures or the obligations of the Guarantor hereunder shall be outstandingdeemed, in every respect, effective service of process upon the Company or such Guarantor. The Guarantee Trustee shall foregoing does not be obligated and shall have no responsibility with respect to limit any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder of a Security to institute proceedings against the Guarantor any suit, action or proceeding in the courts of any other jurisdiction or jurisdictionscourt of competent jurisdiction.

Submission to Jurisdiction. The Subsidiary Guarantor hereby expressly waives all right to object to jurisdiction or execution in any legal action or proceeding relating to this Subsidiary Guarantee Agreement which it may now or hereafter have by reason of its domicile or by reason of any subsequent or other domicile. The Subsidiary Guarantor agrees irrevocably that any judicial proceedings instituted in relation legal action or proceeding with respect to any matter arising under this Subsidiary Guarantee Agreement or to enforce any judgment obtained against the Subsidiary Guarantor in any such legal action or proceeding against it or any of its properties or revenues may be brought by the holder of any Note in any the courts of the State of New York or of the United States Federal or New York State court sitting of America located in the Borough of Manhattan, The City of New York, New York to York, as the extent that such court has subject matter jurisdiction over the controversyholder of any Note may elect, and, and by execution and delivery of this Guarantee Agreement, the Subsidiary Guarantor irrevocably submits to each such jurisdiction for such purpose only. In addition, the Subsidiary Guarantor hereby irrevocably acceptsand unconditionally waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, generally and unconditionally, the jurisdiction suits or proceedings arising out of or in connection with this Subsidiary Guarantee Agreement brought in any of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also hereby further irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders agrees not to plead or claim that any immunity from jurisdiction and such action, suit or proceeding brought in any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment such court has been brought in the aid of execution, execution or otherwise) in respect of this Guarantee Agreementan inconvenient forum. The Subsidiary Guarantor hereby irrevocably designates designates, appoints and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (empowers CT Corporation System with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, offices at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000and successors as the designee, Attention: Xxxxx X. Xxxxxappointee and agent of the Subsidiary Guarantor to receive, Esq.) brought against it with respect to accept and acknowledge, for and on behalf of the Subsidiary Guarantor and its properties, service of any and all legal process, summons, notices and documents which may be served in such action, suit or proceeding in any such court the case of the courts of the State of New York or of the United States of America located in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall , which service may be irrevocable so long as made on any of the Securities or the obligations of the Guarantor hereunder remain outstandingsuch designee, or until the appointment of a successor located appointee and agent in New York or Connecticut by the Guarantor and accordance with legal procedures prescribed for such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successorcourts. The Subsidiary Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be action necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect and should such designee, appointee and agent become unavailable for this purpose for any reason, the Subsidiary Guarantor will forthwith irrevocably designate a new designee, appointee and agent, reasonably acceptable to the Majority Holders, with offices in New York which shall irrevocably agree to act as such, with the powers and for purposes specified in this Section 8. The Subsidiary Guarantor shall deliver a copy of an agreement reasonably acceptable to the Majority Holders of such new agent agreeing so long as to act. The Subsidiary Guarantor further irrevocably consents and agrees to service of any and all legal process, summons, notices and documents out of any of the Debentures aforesaid courts in any such action, suit or proceeding by the obligations mailing by registered mail of copies of such process, summons, notice or document to the Subsidiary Guarantor, as applicable, at its respective address specified in this Subsidiary Guarantee Agreement or to its then designee, appointee or agent for service. If service is made upon such designee, appointee and agent, a copy of such process, summons, notice or document shall also be provided to the Subsidiary Guarantor by registered or certified mail, or overnight express air courier; provided that failure of such holder to provide such copy to the Subsidiary Guarantor shall not impair or affect in any way the validity of such service or any judgment rendered in such action or proceedings. The Subsidiary Guarantor agrees that service upon any such designee, appointee and agent as provided for herein shall constitute valid and effective personal service upon the Subsidiary Guarantor, and that the failure of any such designee, appointee and agent to give any notice of such service to the Subsidiary Guarantor shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility holders of the Notes to bring actions, suits or proceedings with respect to the obligations and liabilities of the Subsidiary Guarantor under, or any failure by other matter arising out of or in connection with, this Subsidiary Guarantee Agreement or the Guarantor to take Notes, or for recognition or enforcement of any judgment rendered in any such action. Nothing herein , suit or proceeding, in the courts of whatever jurisdiction in which the respective offices of the holders of the Notes may be located or assets of the Subsidiary Guarantor may be found or as otherwise shall to the holders of the Notes seem appropriate, or to affect the right to serve service of process in any jurisdiction in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionslaw.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee AgreementAgreement ACE USA, PartnerRe U.S. CorporationInc. 1133 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX 00000-0000, Xxx Xxxx 00000 [confirm] as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & X. Xxxx, General Counsel and Secretary, ACE Limited, ACE Global Headquarters, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, 000 Xxxxxxxxx XxxxxxXX 00, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation ACE USA, Inc. [confirm] in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings legal suit, action or proceeding instituted against the Company, or both, as the case may be in relation to any matter arising under this Guarantee Agreement Indenture or the Securities appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably acceptssubmits to, generally and unconditionally, the personal jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction objection to the venue of a proceeding in any such court and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture Sirius America Insurance Company, PartnerRe U.S. Corporation000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, XxxxxxxxxXxx Xxxx 00000, XX 00000(fax: (000) 000-0000); Attention: General Counsel, and a copy to Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000; Attention: Xxxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxxprocess, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such The Company further agrees that such appointment of Sirius America shall be irrevocable and that Sirius America shall maintain an office in New York City so long as any of the Securities or the obligations of the Guarantor Company hereunder remain outstanding, outstanding or until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such the designation and appointment of said PartnerRe U.S. Corporation such agent in full force and effect effect, so long as any of the Debentures Securities or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by of the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company or both in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, The Manhattan in the City of New YorkYork in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, New York please sign and return to the extent that such court has subject matter jurisdiction over Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the controversyseveral Initial Purchasers and the Company and the Guarantors, andif any, in accordance with its terms. Very truly yours, SEMCO Energy, Inc. by execution /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: V.P. and delivery of this Guarantee Agreement, the Guarantor General Counsel The foregoing Registration Rights Agreement is hereby irrevocably accepts, generally confirmed and unconditionally, the jurisdiction accepted as of the aforesaid courtsdate first above written. CREDIT SUISSE FIRST BOSTON LLC MCDONALD INVESTMENTS INC. ABN AMRO INCORPORATED US BANCORP XXXXX XXXXXXX INC. NATCITY INVESTMENTS, acknowledges their competence and irrevocably agrees INC. By: Credit Suisse First Boston LLC by /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to be bound by the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any judgment rendered in resale of such proceedingExchange Securities. The Guarantor also irrevocably Letter of Transmittal states that by so acknowledging and unconditionally waives for by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) Neither the Company nor the Guarantors, if any, will receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the obligations purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Guarantor hereunder remain outstandingSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, or until by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing meaning of the name Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and address any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of such successorTransmittal. The Guarantor further agrees Company and the Guarantors, if any, have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the benefit Holders of the Guarantee Trustee Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders to take of the Securities (including any and all actionbroker-dealers) against certain liabilities, including liabilities under the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsSecurities Act.

Submission to Jurisdiction. The Company and the Guarantor agrees that any judicial proceedings instituted in relation hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, Manhattan in The City of New York, York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Guarantor irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to the extent plead or claim in any such court that any such suit or proceeding in any such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, been brought in an inconvenient forum. The Company hereby irrevocably appoints the Guarantor hereby irrevocably acceptswith an office at 000 X. Xxxxxxxx Street, generally and unconditionallyChicago, the jurisdiction of the aforesaid courtsIllinois 60601, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000Attention: General Counsel, as its agent to receive on its behalf of the Company service of all any legal process (with a copy of which may be served in all such actions and proceedings. Such service may be made by mail or delivery of such process to be delivered the Company in care of such agent at the agent’s address set forth above and the Company hereby irrevocably authorizes and directs such agent to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, accept such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any behalf of the Securities or Company. If the obligations foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to us one of the Guarantor hereunder remain outstandingcounterparts hereof, or until whereupon it will become a binding agreement between the appointment of a successor located in New York or Connecticut by Company, the Guarantor and such successor’s acceptance of such appointmentthe several Underwriters in accordance with its terms. Upon such acceptanceVery truly yours, the Guarantor shall notify the Guarantee Trustee in writing AON PLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President and Treasurer AON CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the name date first above written. Acting on behalf of themselves and address of such successor. The Guarantor further agrees for as the benefit Representatives of the Guarantee Trustee and the Holders to take any and all actionseveral Underwriters By CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxXxxxxxx, including the execution and filing of any and all such documents and instrumentsXx. Name: Xxxx X. XxXxxxxxx, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any Xx. Title: Managing Director By XXXXXXX, SACHS & CO. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director By CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director EXHIBIT A Underwriter Principal Amount of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. Notes Citigroup Global Markets Inc. $ 95,000,000 Xxxxxxx, Xxxxx & Co. $ 95,000,000 Barclays Capital Inc. $ 85,000,000 Credit Suisse Securities (USA) LLC $ 85,000,000 Aon Securities Inc. $ 10,000,000 UniCredit Capital Markets LLC $ 10,000,000 U.S. Bancorp Investments, Inc. $ 10,000,000 Loop Capital Markets LLC $ 5,000,000 The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.Xxxxxxxx Capital Group, L.P. $ 5,000,000 Total $ 400,000,000 EXHIBIT B

Submission to Jurisdiction. The Guarantor agrees and the Holders agree that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementGuarantee, the Guarantor and the Holders hereby irrevocably acceptsaccept, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Senior Notes any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementGuarantee. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Senior Notes for the term of this Guarantee AgreementCT Corporation System, PartnerRe U.S. Corporation000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx X. Xxxxxx, Xxx General Counsel, Allied World Assurance Company Holdings, AG, Xxxxxxxxxxxxx 0, 0000 Xxxx, Xxx Xxxx 00000Xxx, Attention: Xxxxx X. Xxxxx, Esq.Xxxxxxxxxxx) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities Senior Notes or the obligations of the Guarantor hereunder remain outstanding, outstanding or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Senior Notes to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation System in full force and effect so long as any of the Debentures Senior Notes or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that Lessor may bring suit to enforce any judicial proceedings instituted in relation to any matter claim arising under this Guarantee Agreement may be brought out of the Operative Documents in any United States state or Federal or New York State court sitting located in the Borough of Manhattan, The City of New York, New York to the extent that such court has having subject matter jurisdiction over the controversyjurisdiction, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding claim. Each of the Lessees and each of the Guarantors hereby irrevocably: (a) submits to the jurisdiction of such Participation Agreement courts; and (b) consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to any Lessee or any Guarantor at their respective addresses specified in this Agreement, and agrees that such service, to the fullest extent permitted by law: (i) shall be deemed in every respect effective service of process upon it in any such court in The City of New Yorksuit, such service being hereby acknowledged by the Guarantor action or proceeding; and (ii) shall be taken and held to be effective valid personal service upon and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New Yorkpersonal delivery to it. Such appointment shall be irrevocable so long as any Each of the Securities or Lessees and Guarantors irrevocably waives, to the obligations of the Guarantor hereunder remain outstandingfullest extent permitted by law: (A) any claim, or until the appointment of a successor located in New York any objection, that it now or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptancehereafter may have, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall that venue is not be obligated and shall have no responsibility proper with respect to any failure by such suit, action or proceeding brought in such a court located in New York, New York, including any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum; and (B) any claim that any Lessee or any Guarantor is not subject to personal jurisdiction or service of process in such forum. Nothing herein contained shall preclude Trustee, Lessor or any Lender from bringing an action or proceeding in respect hereof in any other state or federal court within the Guarantor United States having subject matter jurisdiction with respect to take any such action and personal jurisdiction over the parties to such action. Nothing herein shall affect Each of the right to serve process Lessees and Guarantors agrees that a final judgment in any action or proceeding in a state or Federal court within the United States may be enforced in any other jurisdiction by suit on the judgment or in any other manner permitted provided by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionslaw.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States the exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court Manhattan in The City of New YorkYork in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Any legal suit, such service being action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby acknowledged by (“Related Proceedings”) may be instituted in the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any federal courts of the Securities or the obligations United States of the Guarantor hereunder remain outstanding, or until the appointment of a successor America located in the City and County of New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any other Specified Court in a Related Proceeding (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or jurisdictionsdocument by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms. Very truly yours, SABINE PASS LIQUEFACTION, LLC By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Treasurer The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written. RBC CAPITAL MARKETS, LLC for itself and as Representative of the several Purchasers /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director, Head of U.S. Leveraged Finance SCHEDULE A Initial Purchasers Purchaser Principal Amount of 2023 Notes RBC Capital Markets, LLC $ 36,250,000.00 Mizuho Securities USA Inc. $ 36,250,000.00 SG Americas Securities, LLC $ 33,000,000.00 Xxxxxx Xxxxxxx & Co. LLC $ 31,200,000.00 HSBC Securities (USA) Inc. $ 30,450,000.00 Scotia Capital (USA) Inc. $ 29,700,000.00 Credit Suisse Securities (USA) LLC $ 29,000,000.00 Lloyds Securities Inc. $ 29,000,000.00 Mitsubishi UFJ Securities (USA), Inc. $ 29,000,000.00 Credit Agricole Securities (USA) Inc. $ 27,750,000.00 BBVA Securities Inc. $ 24,900,000.00 ING Financial Markets LLC $ 24,900,000.00 Banca IMI S.p.A. $ 24,600,000.00 Standard Chartered Bank $ 23,400,000.00 X.X. Xxxxxx Securities LLC $ 17,500,000.00 SMBC Nikko Securities America, Inc. $ 15,750,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 18,100,000.00 Santander Investment Securities Inc. $ 15,400,000.00 CIBC World Markets Corp. $ 10,850,000.00 Xxxxxxx, Sachs & Co. $ 10,850,000.00 Deutsche Bank Securities Inc. $ 2,150,000.00 Total $ 500,000,000.00 SCHEDULE B Issuer Free Writing Communications (included in the General Disclosure Package)

Submission to Jurisdiction. The Guarantor agrees that Each Local Borrowing Subsidiary hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State state or federal court sitting in the Borough of Manhattan, The City of New YorkYork and any competent court of the jurisdiction under the laws of which such Local Borrowing Subsidiary is organized (the “local court”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes or any Draft. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state court or local court or, to the extent that such court has subject matter jurisdiction over the controversypermitted by law, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceedingfederal court. The Guarantor also Each Local Borrowing Subsidiary hereby irrevocably and unconditionally waives for waives, to the benefit fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in 251 |US-DOCS\115543490.9|| any such court and any right of jurisdiction on account of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service place of residence or notice, attachment prior to judgment, attachment in the aid domicile of execution, execution or otherwise) in respect of this Guarantee Agreementsuch Local Borrowing Subsidiary. The Guarantor Each Local Borrowing Subsidiary hereby irrevocably designates and appoints, for unconditionally appoints the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, Company as its agent to receive on behalf of such Local Borrowing Subsidiary and its behalf property service of all copies of the summons and complaint and any other process (with a copy of all such service of process to which may be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to served in any such action or proceeding in any such New York state or federal court. In any such action or proceeding in such New York state or federal court sitting in The the City of New York, such service being hereby acknowledged may be made on such Local Borrowing Subsidiary by delivering a copy of such process to such Local Borrowing Subsidiary in care of the Guarantor Company at the Company’s address listed in Section 10.2 and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Local Borrowing Subsidiary (such service to be effective upon such receipt by the Company and binding the depositing of such process in the mails as aforesaid). Each Local Borrowing Subsidiary hereby irrevocably and unconditionally authorizes and directs the Company to accept such service on it its behalf. Each Local Borrowing Subsidiary hereby agrees that, to the fullest extent permitted by applicable law, a final judgment in every respect whether any such action or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment proceeding shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor conclusive and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation enforced in full force and effect so long as any of other jurisdictions by suit on the Debentures judgment or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted provided by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionslaw.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company and the Guarantors hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, Manhattan in The City of New York, New York in any suit or proceeding arising out of or relating to this Agreement or the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceedingtransactions contemplated hereby. The Guarantor also Company and the Guarantors irrevocably and unconditionally waives for waive any objection to the benefit laying of venue of any suit or proceeding arising out of or relating to this Agreement or the Guarantee Trustee transactions contemplated hereby in Federal and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment state courts in the aid Borough of execution, execution Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to plead or otherwise) claim in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such court that any such suit or proceeding in any such court has been brought in The City an inconvenient forum. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company, the Guarantors and each of New Yorkthe Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such service being hereby acknowledged by acceptance hereof shall constitute a binding agreement between each of the Guarantor Purchasers, the Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to be effective and binding service on it the authority set forth in every respect whether or not a form of Agreement among Purchasers, the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment form of which shall be irrevocable so long submitted to the Company for examination upon request, but without warranty on your part as any to the authority of the Securities or the obligations signers thereof. Very truly yours, VALEANT PHARMACEUTICALS INTERNATIONAL By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Chief Executive Officer GUARANTORS: AMARIN PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: President HARBOR PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: President HEALTHCHOICE ONLINE, LLC By: Xxxxx X. Xxx, as Operating Manager By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Operating Manager XXXXXX CAPITAL, INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: President ICN MEDICAL ALLIANCE, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President & Treasurer ICN SOUTHEAST, INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: President OCEANSIDE PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: President VALEANT BIOMEDICALS, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President & Treasurer VALEANT CHINA, INC. By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: President VALEANT PHARMACEUTICALS NORTH AMERICA By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Chief Executive Officer XXXXX LABORATORIES, LTD. By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Chief Executive Officer DOW PHARMACEUTICAL SCIENCES, INC. By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Chief Executive Officer Accepted as of the Guarantor hereunder remain outstandingdate hereof: XXXXXXX, or until the appointment XXXXX & CO. UBS SECURITIES LLC By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) On behalf of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing each of the name and address Purchasers Exhibit A Valeant Pharmaceuticals International INSTRUCTION TO DTC PARTICIPANTS (Date of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED

Submission to Jurisdiction. The Company and the Guarantor each agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Company and the Guarantor each hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Company and the Guarantor each also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Company and the Guarantor each hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture Assured Guaranty Corp., PartnerRe U.S. Corporation00 Xxxx 00xx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & X. Xxxxxxxx, 000 Xxxxxxxxx General Counsel and Secretary, Assured Guaranty Ltd., 00 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxx, Xxx Xxxx 00000XX 08, Attention: Xxxxx X. Xxxxx, Esq.Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by each of the Company and the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Company or the Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company or the Guarantor, as the case may be, and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company or the Guarantor, as the case may be, shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and the Guarantor each further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation Assured Guaranty Corp. in full force and effect so long as any of the Debentures Securities or Coupons or the respective obligations of the Company and the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Company or the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company and the Selling Stockholder, severally and not jointly, hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, Manhattan in The City of New York, New York in any suit or proceeding arising out of or relating to this Agreement or the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction transactions contemplated hereby. Each of the aforesaid courtsCompany and the Selling Stockholder, acknowledges their competence severally and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also not jointly, irrevocably and unconditionally waives for any objection to the benefit laying of venue of any suit or proceeding arising out of or relating to this Agreement or the Guarantee Trustee transactions contemplated hereby in Federal and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment state courts in the aid Borough of execution, execution Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or otherwise) claim in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Stockholder and the several Underwriters in accordance with its terms. Very truly yours, BONANZA CREEK ENERGY, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Secretary SELLING STOCKHOLDER PROJECT BLACK BEAR LP BY: PROJECT BLACK BEAR GP LLC, ITS GENERAL PARTNER BY: WEST FACE GENERAL PARTNER INC., ITS SOLE MEMBER By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: General Counsel & Secretary The City foregoing Underwriting Agreement is hereby confirmed and accepted as of New Yorkthe date first above written. Acting on behalf of itself and as the Representatives of the several Underwriters CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director XXXXXXX XXXXX & ASSOCIATES, such service being hereby acknowledged by the Guarantor INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President SCHEDULE A Underwriter Number of Firm Securities to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Purchased Credit Suisse Securities or the obligations of the Guarantor hereunder remain outstanding(USA) LLC 4,025,004 Xxxxxxx Xxxxx & Associates, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptanceInc. 2,587,500 KeyBanc Capital Markets Inc. 1,265,000 BMO Capital Markets Corp. 862,500 Scotia Capital (USA) Inc. 747,500 Xxxxxx, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all actionXxxxxxxx & Company, including the execution and filing of any and all such documents and instrumentsIncorporated 251,562 Xxxxxxxxxx Securities, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.Inc. 251,562 SG Americas Securities, LLC 251,562 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 251,562 X.X. Xxxxxx & Company, Inc. 251,562 Xxxxxx Xxxxx + Co., LLC 251,562 Xxxxxxx Securities Inc. 251,562 IBERIA Capital Partners L.L.C. 251,562 Total 11,500,000 SCHEDULE B

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, Manhattan in The City of New York, New York in any suit or proceeding arising out of or relating to this Agreement or the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceedingtransactions contemplated hereby. The Guarantor also Company irrevocably and unconditionally waives for any objection to the benefit laying of venue of any suit or proceeding arising out of or relating to this Agreement or the Guarantee Trustee transactions contemplated hereby in Federal and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment state courts in the aid Borough of execution, execution Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to plead or otherwise) claim in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, ALLIANCE ONE INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President – Chief Financial Officer The City foregoing Registration Rights Agreement is hereby confirmed and accepted as of New Yorkthe date first above written. CREDIT SUISSE SECURITIES (USA) LLC AS REPRESENTATIVE OF THE INITIAL PURCHASERS by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, such service being hereby acknowledged by a broker-dealer will not be deemed to admit that it is an “underwriter” within the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20[xx] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the obligations purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Guarantor hereunder remain outstandingSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, or until by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing meaning of the name Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and address any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of such successorTransmittal. The Guarantor further agrees Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the benefit Holders of the Guarantee Trustee Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders to take of the Securities (including any and all actionbroker-dealers) against certain liabilities, including liabilities under the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsSecurities Act.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Except as set forth below, no Proceeding may be brought commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States Federal or New York State court sitting in District Court for the Borough of Manhattan, The City Southern District of New York, New York to the extent that such court has subject matter which courts shall have jurisdiction over the controversyadjudication of such matters, and, by execution and delivery of this Guarantee Agreement, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, consents to the jurisdiction of the aforesaid courtssuch courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, acknowledges their competence service and irrevocably agrees venue in any court in which any Proceeding arising out of or in any way relating to be bound this Agreement is brought by any judgment rendered in such proceedingthird party against the Placement Agent. The Guarantor also irrevocably and unconditionally Company hereby waives for the benefit of the Guarantee Trustee and the Holders all right to trial by jury in any immunity from jurisdiction and any immunity from legal process Proceeding (whether through service or noticebased upon contract, attachment prior to judgment, attachment in the aid of execution, execution tort or otherwise) in respect any way arising out of or relating to this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with Company agrees that a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to final judgment in any such proceeding Proceeding brought in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to shall be effective conclusive and binding service on it in every respect whether or not upon the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process enforced in any other manner permitted courts in the jurisdiction of which the Company is or may be subject, by any law or limit suit upon such judgment. If the right foregoing is in accordance with your understanding of the Guarantee Trustee or any Holder to institute proceedings against agreement between the Guarantor Company and the Placement Agent, kindly indicate your acceptance in the courts space provided for that purpose below. Very truly yours, AUXILIUM PHARMACEUTICALS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer and President Accepted as of any other jurisdiction or jurisdictions.the date first above written: XXXXXX XXXXXX PARTNERS LLC By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Co-Director Investment Banking BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director EXHIBIT A [Form of Subscription Agreement] SUBSCRIPTION AGREEMENT Auxilium Pharmaceuticals, Inc. 00 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx, XX 00000 The undersigned (the “Investor”) hereby confirms its agreement with you as follows:

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Each of the Company and the Selling Stockholders hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States Federal or the exclusive jurisdiction of the U.S. federal and New York State court sitting state courts in the Borough of Manhattan, Manhattan in The City of New York, New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Selling Stockholders waive any objection which it may now or hereafter have to the extent laying of venue of any such suit or proceeding in such courts. Each of the Company and the Selling Stockholders agree that final judgment in any such suit, action or proceeding brought in such court has subject matter jurisdiction over shall be conclusive and binding upon the controversyCompany and each Selling Stockholder, andas applicable, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, may be enforced in any court to the jurisdiction of the aforesaid courtswhich Company and each Selling Stockholder, acknowledges their competence and as applicable, is subject by a suit upon such judgment. GDD International irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticeappoints Ortoli Rosenstadt LLP, attachment prior to judgmentlocated at 000 Xxxxxxx Xxxxxx, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation0xx xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its authorized agent to receive on its behalf service in the Borough of all Manhattan in The City of New York upon which process (with a copy of all may be served in any such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxxsuit or proceeding. Explorer Parent LLC irrevocably appoints CT Corporation System, 000 Xxxxxxxxx located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding as its authorized agent in any such court the Borough of Manhattan in The City of New YorkYork upon which process may be served in any such suit or proceeding. Each of GDD International and Explorer Parent LLC agrees that service of process upon its respective authorized agent, and written notice of such service being hereby acknowledged to GDD International and Explorer Parent LLC (as the case may be) by the Guarantor person serving the same to the address provided for its respective authorized agent in this Section 18(c), shall be effective and binding service on it deemed in every respect whether effective service of process upon GDD International or not Explorer Parent LLC (as the Guarantor shall then be doing case may be) in any such suit or shall have at any time done business in New Yorkproceeding. Such Each of GDD International and Explorer Parent LLC hereby represents and warrants that its respective authorized agent has accepted such appointment shall be irrevocable so long and has agreed to act as any such authorized agent for service of the Securities or the obligations process. Each of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor GDD International and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Explorer Parent LLC further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of said PartnerRe U.S. Corporation its respective authorized agent in full force and effect so long as any for a period of seven years from the Debentures or the obligations date of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsthis Agreement.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee AgreementAgreement ACE USA, PartnerRe U.S. CorporationInc. 1133 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & X. Xxxx, General Counsel and Secretary, ACE Limited, The ACE Building, 30 Woodbourne Avenue, Xxxxxxxx, 000 Xxxxxxxxx XxxxxxXX 08, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Preferred Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation ACE USA, Inc. in full force and effect so long as any of the Debentures Preferred Securities or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Each of the parties hereto hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York and State court sitting in Courts of the Borough of Manhattan, The Manhattan in the City of New YorkYork in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, New York please sign and return to the extent that such court has subject matter jurisdiction over Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee Initial Purchaser and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticeCompany in accordance with its terms. Very truly yours, attachment prior to judgmentFBL FINANCIAL GROUP, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementINC. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, AttentionBy: /s/ ------------------------------ Name: Xxxxx X. XxxxxXxxxx Title: Chief Financial Officer and Chief Administrative Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXX, Esq.) brought against XXXXXXXX & XXXXX, INC. By: /s/ ------------------------------- Name: Xxxx Xxxxxx Title: Principal ABN AMRO INCORPORATED By: /s/ ------------------------------- Name: Xxxxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with respect any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by admit that it is an "underwriter" within the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 120 days after the obligations Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of the Guarantor hereunder remain outstandingDistribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or until the appointment of other trading activities, must acknowledge that it will deliver a successor located prospectus in New York or Connecticut by the Guarantor and such successor’s acceptance connection with any resale of such appointmentExchange Securities. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing See "Plan of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsDistribution." ANNEX C PLAN OF DISTRIBUTION

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in By the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Issuer and the Guarantor hereby irrevocably acceptssubmit to the nonexclusive jurisdiction of any competent federal or state court in the City and State of New York in any suit or proceeding arising out of or relating to this Agreement or brought under federal or state securities laws. If the foregoing is in accordance with your understanding of our agreement, generally please sign and unconditionallyreturn to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among Xxxxxxx, Xxxxx & Co., the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee Issuer and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticeGuarantor in accordance with its terms. Very truly yours, attachment prior to judgmentRSP PERMIAN, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementINC. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to By: /s/ Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, AttentionX. Xxxxxx Name: Xxxxx X. XxxxxXxxxxx Title: General Counsel, Esq.) brought against Vice President and Corporate Secretary RSP PERMIAN, L.L.C. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: General Counsel, Vice President and Corporate Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with respect any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by admit that it is an “underwriter” within the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer Registration Statement, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the obligations purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Guarantor hereunder remain outstandingSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Company will promptly send additional copies of this Prospectus and any amendment or until supplement to this Prospectus to any broker-dealer that requests such documents as provided in the appointment Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a successor located broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in New York exchange for Initial Securities that were acquired as a result of market-making activities or Connecticut by the Guarantor and such successor’s acceptance other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such appointment. Upon such acceptanceExchange Securities; however, by so acknowledging and by delivering a prospectus, the Guarantor shall notify undersigned will not be deemed to admit that it is an “underwriter” within the Guarantee Trustee in writing meaning of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsSecurities Act.

Submission to Jurisdiction. The Guarantor Company hereby acknowledges and agrees for the benefit of the Trustee and the Holders of Securities and Coupons that any judicial proceedings instituted in relation to any matter arising under out of this Guarantee Agreement Indenture, the Securities or the Coupons may be brought in any United States Federal or New York State court sitting having subject matter jurisdiction in the Borough of Manhattan, The City of New York, New York to (including, without limitation, federal courts located in the extent that such court has subject matter jurisdiction over the controversyBorough of Manhattan, The City of New York, New York), and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, accepts generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in any such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of Securities, Guarantees and Coupons for the term of this Guarantee Agreement, PartnerRe U.S. Indenture CT Corporation, Xxx Xxxxxxxxx Xxxxx111 8th Avenue, XxxxxxxxxNew York, XX 00000-0000, New York 10011 as its agent to receive on its behalf service of all process itx xxxxxx xxxxxxx xx xxx xxxxxxx (with a xxxx x copy of all such service of process to be delivered to Xxxxx Xxxx & XxxxxxxxCT Corporation, 000 Xxxxxxxxx Xxxxxx111 8th Avenue, Xxx XxxxNew York, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.New York 10011) brought against it with respect to any such proceeding in any respxxx xx xxx xxxx xxxxxxxxxx xx xxx such court in The the City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be 101 doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation in full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture on the Securities may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction and any immunity from legal process (whether through service or services of notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee AgreementIndenture, PartnerRe U.S. CT Corporation, 000 0xx Xxxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx PXRE Group Ltd., Xxxx & Xxxxxxxx, 000 Xxxxxxxxx 00 Xxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxx XX 00, Xxx Xxxx 00000Bermuda), Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor Company hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. CT Corporation in full force and effect so long as any of the Debentures Securities or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that Company irrevocably submits to the non-exclusive jurisdiction of any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State or United States federal court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein. The Company irrevocably waives, to the fullest extent permitted by law, and agrees not to assert in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court, and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service being hereby acknowledged by the Guarantor to be effective shall constitute good and binding sufficient service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New Yorkof process and notice thereof. Such appointment Nothing contained herein shall be irrevocable so long as deemed to limit in any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take way any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit law. If the right foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this Equity Distribution Agreement shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, NUZEE, INC. By /s/ Mxxxxxxx Xxxxxxxxx Name: Mxxxxxxx Xxxxxxxxx Title: Chief Executive Officer, President, Secretary and Treasurer Confirmed as of the Guarantee Trustee or any Holder date first above mentioned. MAXIM GROUP LLC By /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking Schedule A Permitted Free Writing Prospectus None. Schedule A-1 Schedule B Individuals Permitted to institute proceedings against Authorize Sales of Shares [see attached] Schedule B-1 Schedule C Form of Transaction Notice From: NuZee, Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [●], 202__ Ladies and Gentlemen: Pursuant to the Guarantor terms and subject to the conditions contained in the courts Equity Distribution Agreement between NuZee, Inc. (the “Company”) and Maxim Group LLC (“Agent”), dated December 28, 2021, the Company hereby requests that the Agent sell up to [●] shares of any other jurisdiction or jurisdictions.the Company’s common stock, par value $0.00001 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Schedule C-1 Schedule D Individuals to Which Notice Can Be Given [see attached]

Submission to Jurisdiction. The Guarantor Company agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement Indenture, the Securities or any Coupons appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, the Guarantor Company hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment judgement rendered in such proceeding. The Guarantor Company also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Guarantor Company hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities and Coupons for the term of this Guarantee AgreementIndenture ACE USA, PartnerRe U.S. CorporationInc., 1133 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxxxxxxx XxxxxXxxx, Xxxxxxxxx, XX Xxx Xxxx 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx X. Xxxx, Xxx Xxxx 00000General Counsel and Secretary, Attention: Xxxxx X. XxxxxACE Limited, Esq.The ACE Building, 30 Woodbourne Avenue, Xxxxxxxx XX 08, Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor Company to be effective and binding service on it in every respect whether or not the Guarantor Company shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or Coupons or the obligations of the Guarantor Company hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s 's acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor Company further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities and the Coupons to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in ACE USA, Inc. full force and effect so long as any of the Debentures Securities or Coupons or the obligations of the Guarantor Company hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor Company to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor Company in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York Company hereby irrevocably submits and consents to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courtsFederal court located within the Northern District of the State of Illinois (or if such court lacks jurisdiction, acknowledges their competence the state courts located therein) and irrevocably agrees that all actions or proceedings related to this Agreement or the Notes may be bound by any judgment rendered litigated in such proceeding. The Guarantor also irrevocably courts, and unconditionally waives for any objection which it may have based on improper venue or forum non conveniens to the benefit conduct of the Guarantee Trustee any proceeding in any such court and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf waives personal service of any and all process (with a copy of upon it, and consents that all such service of process be made by delivery to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding the Company as set forth in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such actionSection 18. Nothing herein contained in this section shall affect the right of any holder of Notes to serve legal process in any other manner permitted by any law or limit to bring any action or proceeding in the right courts of the Guarantee Trustee or any Holder to institute proceedings jurisdiction against the Guarantor Company or to enforce a judgment obtained in the courts of any other jurisdiction jurisdiction. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By s/A. Kipp Koester ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY By s/Shabnam B. Miglani ------------------------------ Its Counsel By s/Karen A. Pearston ------------------------------ Its Counsel If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: ALLSTATE LIFE INSURANCE COMPANY By s/Jerry D. Zinkula ------------------------------ Authorized Signatories By s/Patricia W. Wilson ------------------------------ Authorized Signatories If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: CIGNA Investments, Inc. By s/Daniel E. Feder ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: CIGNA PROPERTY AND CASUALTY INSURANCE COMPANY By: CIGNA Investments, Inc. By s/Daniel E. Feder ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: CONNECTICUT GENERAL LIFE INSURANCE COMPANY, ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS By: CIGNA Investments, Inc. By s/Daniel E. Feder ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: JEFFERSON PILOT LIFE INSURANCE COMPANY By s/James E. McDonald, Jr. ------------------------------ Second Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: ALEXANDER HAMILTON LIFE INSURANCE XXXXXXX OF AMERICA By s/James E. McDonald, Jr. ------------------------------ Second Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY By: MIMLIC Asset Management Company By s/Loren A. Haugland ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: MUTUAL TRUST LIFE INSURANCE COMPANY By: MIMLIC Asset Management Company By s/Loren A. Haugland ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: MUTUAL TRUST LIFE INSURANCE COMPANY By: MIMLIC Asset Management Company By s/Lauren A. Haugland ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: NORTHERN LIFE INSURANCE COMPANY By s/James V. Wittich ------------------------------ Assistant Treasurer If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY By s/James V. Wittich ------------------------------ Assistant Treasurer If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY By s/James V. Wittich ------------------------------ Vice President If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: PIERCE NATIONAL LIFE INSURANCE COMPANY By s/Douglas W. Kroske ------------------------------ Authorized Officer If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INSITUFORM TECHNOLOGIES, INC. By s/William A. Martin ------------------------------ Senior Vice President The foregoing is hereby agreed to as of the date thereof. Accepted as of February 14, 1997: THE SECURITY MUTUAL LIFE INSURANCE COMPANY OF LINCOLN, NEBRASKA By s/Kevin W. Hammond ------------------------------ Vice President Chief Investment Officer Principal Amount of Name of Note Purchaser Notes Being Purchased The Northwestern Mutual Life $20,000,000 Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Xxxxxxxxx: Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxxxx: (414) 299-7124 All payments on or jurisdictions.in respecx xx xxx Xxxxx to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as Insituform Technologies, Inc., 7.88% Senior Notes, Series A, Due 2007, PPN 457667 A* 4, principal, premium or interest") to: Bankers Trust Company (ABA #0210-0103-3) 16 Wall Street Insurance Unit, 4th Floor New Xxxx, Xxx Xxxk 10005 fxx xxxxxx xx: Xxx Xxxxxxxxxxxx Xxxxxx Xxxx Xxsurance Company Account Number 00-000-027 Notices All notices and communications to xx xxxxxxsed as first provided above, except notices with respect to payments and written confirmation of each such payment to be addressed, Attention: Investment Operations. Name of Nominee in which Notes are to be issued: None

Submission to Jurisdiction. The Company and the Guarantor agrees that any judicial proceedings instituted in relation hereby submit to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, Manhattan in The City of New York, York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Guarantor irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to the extent plead or claim in any such court that any such suit or proceeding in any such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered been brought in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreementan inconvenient forum. The Guarantor hereby irrevocably designates and appointsappoints the Company with an office at 000 X. Xxxxxxxx Street, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee AgreementChicago, PartnerRe U.S. CorporationIllinois 60601, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000Attention: General Counsel, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstandingservice of any legal process which may be served in all such actions and proceedings. Such service may be made by mail or delivery of such process to the Guarantor in care of such agent at the agent’s address set forth above and the Guarantor hereby irrevocably authorizes and directs such agent to accept such service on behalf of the Guarantor. If the foregoing is in accordance with the Representatives’ understanding of our agreement, or until kindly sign and return to us one of the appointment of counterparts hereof, whereupon it will become a successor located in New York or Connecticut by binding agreement between the Company, the Guarantor and such successor’s acceptance of such appointmentthe several Underwriters in accordance with its terms. Upon such acceptanceVery truly yours, the Guarantor shall notify the Guarantee Trustee in writing AON CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President and Secretary AON PLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the name date first above written. Acting on behalf of themselves and address of such successor. The Guarantor further agrees for as the benefit Representatives of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any several Underwriters By X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By XXXXXX XXXXXXX & CO. LLC By: /s/ Yurji Slyz Name: Yurji Slyz Title: Executive Director By HSBC SECURITIES (USA) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director EXHIBIT A Underwriter Principal Amount of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.Notes X.X. Xxxxxx Securities LLC $ 112,000,000.00 Xxxxxx Xxxxxxx & Co. LLC 101,500,000.00 HSBC Securities (USA) Inc. 101,500,000.00 Aon Securities Inc. 8,750,000.00 ING Financial Markets LLC 8,750,000.00 UniCredit Capital Markets LLC 8,750,000.00 U.S. Bancorp Investments, Inc. 8,750,000.00 Total $ 350,000,000.00 EXHIBIT B

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation Company hereby submits to any matter arising under this Guarantee Agreement may be brought in any United States the non-exclusive jurisdiction of the Federal or New York State court sitting and state courts in the Borough of Manhattan, The Manhattan in the City of New YorkYork in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, New York please sign and return to the extent that such court has subject matter jurisdiction over Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the controversyInitial Purchaser and the Company and the Guarantors, andif any, by execution in accordance with its terms. Very truly yours, SEMCO Energy, Inc. By: /s/ XXXX X. XXXXXXXXXXX Name: Xxxx X. Xxxxxxxxxxx Title: Vice-President & General Counsel The foregoing Registration Rights Agreement is hereby confirmed and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction accepted as of the aforesaid courts, acknowledges their competence and irrevocably agrees date first above written. CREDIT SUISSE FIRST BOSTON LLC By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to be bound by the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any judgment rendered in resale of such proceedingExchange Securities. The Guarantor also irrevocably Letter of Transmittal states that by so acknowledging and unconditionally waives for by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2004, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) Neither the Company nor the Guarantors, if any, will receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the obligations purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Guarantor hereunder remain outstandingSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, or until by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the appointment meaning of the Securities Act. For a successor located in New York or Connecticut by period of 180 days after the Guarantor and such successor’s acceptance of such appointment. Upon such acceptanceExpiration Date, the Guarantor shall notify Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Guarantee Trustee in writing Letter of Transmittal. The Company and the Guarantors, if any, have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the name Securities) other than commissions or concessions of any brokers or dealers and address of such successor. The Guarantor further agrees for will indemnify the benefit Holders of the Guarantee Trustee and the Holders to take Securities (including any and all actionbroker-dealers) against certain liabilities, including liabilities under the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsSecurities Act.

Submission to Jurisdiction. The Each of the Issuer and the Guarantor agrees that (i) any judicial proceedings legal suit, action or proceeding arising out of or based upon this Indenture may be instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State state court sitting located in the Borough of Manhattan, The City State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Issuer and the Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture or the transactions contemplated hereby which is instituted in any New York to court or in any competent court in The Netherlands. Process on either the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, Issuer or the Guarantor hereby irrevocably accepts, generally and unconditionally, may be served in any such action arising out of or based on this Indenture which may be instituted in any New York court upon the jurisdiction General Counsel of the aforesaid courtsIssuer's representative office in New York, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or noticelocated at ABN AMRO Bank N.V., attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & XxxxxxxxNew York branch, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Each of the Issuer and the Guarantor hereby expressly consents to the jurisdiction of the Federal and state courts located in the State of New York in respect of any such action, Attention: Xxxxx X. Xxxxx, Esq.) brought against it and waives any other requirements of or objections to personal jurisdiction with respect to any such proceeding thereto. In the event that the Issuer or the Guarantor no longer has a representative office in any such court in The City of New York, New York, each of the Issuer and the Guarantor, respectively, covenants and agrees that it will appoint another party with an address in the State of New York as its authorized agent and that such appointment shall be irrevocable. Service of process upon the General Counsel of the Issuer's representative office in New York (or such other party as may be appointed as agent for service of process) and written notice of such service being hereby acknowledged by to the Guarantor to be effective and binding service on it in every respect whether Issuer or not the Guarantor shall then be doing or shall have at any time done business deemed, in New York. Such appointment shall be irrevocable so long as any every respect, effective service of process upon the Securities Issuer or the obligations of the Guarantor hereunder remain outstandingGuarantor, or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictionsrespectively."

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in By the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Issuer and each Guarantor hereby irrevocably acceptssubmit to the nonexclusive jurisdiction of any competent federal or state court in the City and State of New York in any suit or proceeding arising out of or relating to this Agreement or brought under federal or state securities laws. If the foregoing is in accordance with your understanding of our agreement, generally please sign and unconditionallyreturn to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the jurisdiction Issuer and the Guarantors in accordance with its terms. Very truly yours, ECLIPSE RESOURCES CORPORATION By: Name: Xxxxxxxx X. Xxxxxxx Title: Chairman, President and Chief Executive Officer ECLIPSE GP, LLC ECLIPSE RESOURCES I, LP ECLIPSE RESOURCES OPERATING, LLC ECLIPSE RESOURCES—OHIO, LLC BUCKEYE MINERALS & ROYALTIES, LLC ECLIPSE RESOURCES MIDSTREAM, LP ECLIPSE RESOURCES MARKETING, LP By: Name: Xxxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the aforesaid courts, acknowledges their competence date first above written. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: on behalf of itself and irrevocably agrees as representative of the Initial Purchasers ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to be bound by the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any judgment rendered in resale of such proceedingExchange Securities. The Guarantor also irrevocably Letter of Transmittal states that by so acknowledging and unconditionally waives for by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer Registration Statement, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange Offer Registration Statement, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the obligations purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Guarantor hereunder remain outstandingSecurities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the effective date of the Exchange Offer Registration Statement, the Company will promptly send additional copies of this prospectus and any amendment or until supplement to this prospectus to any broker-dealer that requests such documents as provided in the appointment Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a successor located broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in New York exchange for Initial Securities that were acquired as a result of market-making activities or Connecticut by the Guarantor and such successor’s acceptance other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such appointment. Upon such acceptanceExchange Securities; however, by so acknowledging and by delivering a prospectus, the Guarantor shall notify undersigned will not be deemed to admit that it is an “underwriter” within the Guarantee Trustee in writing meaning of the name and address Securities Act. ANNEX C FORM OF NORTON XXXX XXXXXXXXX US LLP OPINION Norton Xxxx Xxxxxxxxx US LLP (a member of such successor. The Guarantor further agrees Norton Xxxx Xxxxxxxxx), counsel for the benefit of the Guarantee Trustee and the Holders to take any and all actionCompany, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect furnished to any failure by the Guarantor Initial Purchasers its written opinion, dated the Closing Date and addressed to take any such action. Nothing herein shall affect the right Initial Purchasers, in form and substance reasonably satisfactory to serve process in any other manner permitted by any law or limit the right of Representative, to the Guarantee Trustee or any Holder effect that (subject to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.customary assumptions, exceptions, limitations and qualifications):

Submission to Jurisdiction. The Guarantor agrees that any judicial proceedings instituted in relation to any matter arising under this Guarantee Agreement may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders any immunity from jurisdiction and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee Agreement. The Guarantor hereby irrevocably designates and appoints, for the benefit of the Guarantee Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx 000 Xxxxx Xxxxxxxx Xxxxx, XxxxxxxxxXxxxxxxx, XX 00000-0000, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx Xxxxxxxx & XxxxxxxxXxxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxx, Esq.Xxxxxx) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Guarantor hereunder remain outstanding, outstanding or until the appointment of a successor located in New York or Connecticut by the Guarantor and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the name and address of such successor. The Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation in full force and effect so long as any of the Debentures or the obligations of the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Guarantor in the courts of any other jurisdiction or jurisdictions.

Submission to Jurisdiction. The Each of the Company and the Guarantor agrees that any judicial proceedings legal suit, action or proceeding instituted against the Company or the Guarantor, or both, as the case may be in relation to any matter arising under this Guarantee Agreement Indenture or the Securities appertaining thereto may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Guarantee AgreementIndenture, each of the Company and the Guarantor hereby irrevocably acceptssubmits to, generally and unconditionally, the personal jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Each of the Company and the Guarantor also irrevocably and unconditionally waives for the benefit of the Guarantee Trustee and the Holders of the Securities any immunity from jurisdiction objection to the venue of a proceeding in any such court and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in the aid of execution, execution or otherwise) in respect of this Guarantee AgreementIndenture. The Company and the Guarantor hereby irrevocably designates and appoints, appoints for the benefit of the Guarantee Trustee and the Holders of the Securities for the term of this Guarantee Agreement, PartnerRe U.S. Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000Indenture CT Corporation System, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to Xxxxx Xxxx & Xxxxxxxxthe Company, 000 Xxxxxxxxx Platinum Underwriters Finance, Inc., 2 World Financial Center, 200 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. XxxxxSecretary and to the Guarantor, Esq.) Platinum Underwriters Holdings, Ltd., the Belvedere Building, 69 Pxxxx Bxx Xxxx, Xxxxxxxx, XX 00, Xxxxxxx, Xxxxxxxxx: Secretary brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Company or the Guarantor to be effective and binding service on it in every respect whether or not the Guarantor Company or the Guarantor, as the case may be, shall then be doing or shall have at any time done business in New York. Such appointment shall be irrevocable so long as any of the Securities or the obligations of the Company or the Guarantor hereunder remain outstanding, or outstanding until the appointment of a successor located in New York or Connecticut by the Guarantor Company and such successor’s acceptance of such appointment. Upon such acceptance, the Guarantor Company shall notify the Guarantee Trustee in writing of the name and address of such successor. The Company and the Guarantor further agrees for the benefit of the Guarantee Trustee and the Holders of the Securities to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said PartnerRe U.S. Corporation its agent in full force and effect so long as any of the Debentures Securities or the obligations of the Company or the Guarantor hereunder shall be outstanding. The Guarantee Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Guarantee Trustee or any Holder to institute proceedings against the Company or the Guarantor or both in the courts of any other jurisdiction or jurisdictions.