Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement, or for recognition or enforcement shall be heard and determined in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees that any action, suit or other Legal Proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”) shall be commenced and Manager conducted exclusively in the federal or state courts of the State of Delaware, and each of the parties hereby irrevocably and unconditionally submits, for itself and its property, unconditionally: (a) consents to submit to the nonexclusive exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (b) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (c) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (to the extent permitted by lawd) Federal courts of such statewaives, and agrees not to plead or to make, any appellate court from claim that any thereof, in Proceeding shall be transferred or removed to any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (i) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party’s agent for acceptance of legal process and (ii) that service of process may legally also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and effectively do so, any objection which it may now that service made pursuant to clauses (i) or hereafter (ii) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDelaware.

Applicable Law; Jurisdiction. (a) This Agreement is made under, and shall be construed under and shall be governed by enforced in accordance with, the laws of the state in which the Hotel is locatedState of Delaware applicable to agreements made and to be performed solely therein, without regard giving effect to that state’s conflict principles of laws provisionsconflicts of law. Each of Owner the parties hereto: (i) consents to and Manager hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive personal jurisdiction of the state and (to Court of Chancery of the extent permitted by law) Federal courts State of such stateDelaware or, and any appellate if that court from any thereofdoes not have jurisdiction, a federal court sitting in Delaware in any action or proceeding arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally transactions contemplated by this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive heard and may be enforced in other jurisdictions by suit on the judgment or determined in any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other manner provided by law. Nothing in this Agreement request for leave from any such court; and (iv) shall affect any right that Owner or Manager may otherwise have to not bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court referred to aboveother court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the waives any defense of an inconvenient forum to the maintenance of such any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. (b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in any such courtthis Section 7.5.

Applicable Law; Jurisdiction. This Agreement shall be construed under in accordance with, and shall be governed by in all respects by, the laws of the state in which the Hotel is located, State of Delaware (without regard giving effect to that state’s conflict principles of laws provisions. Each conflicts of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and laws). (to the extent permitted by lawi) Federal courts of such state, and any appellate court from any thereof, in any Any legal action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or legal proceeding relating to this Agreement against or the other party enforcement of any provision of this Agreement shall be brought or otherwise commenced in any state or federal court located in the courts State of any other jurisdictionDelaware. Each of Owner Stockholder and Manager hereby Parent: (1) expressly and irrevocably consents and unconditionally waives, submits to the fullest extent it may legally jurisdiction of each state and effectively do so, federal court located in the State of Delaware in connection with any objection which it may now or hereafter have to the laying of venue such legal proceeding; (2) agrees that service of any suitprocess, action summons, notice or proceeding arising out of document by U.S. mail addressed to him or relating to this Agreement in any court referred to above. Each of it at the parties hereto hereby irrevocably waives, to address set forth on the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance signature page hereof shall constitute effective service of such action process, summons, notice or proceeding document for purposes of any such legal proceeding; (3) agrees that each state and federal court located in the State of Delaware shall be deemed to be a convenient forum; and (4) agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the State of Delaware, any claim by Parent or Stockholder that it is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. (ii) EACH OF PARENT AND STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under in accordance with and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict State of laws provisions. New York. (b) Each of Owner and Manager hereby party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the state Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and (to of the extent permitted by law) Federal courts United States District Court of such statethe Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court New York State or, to the extent permitted by law, in such Federal court. Each of the parties party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner any party hereto or Manager any Holder may otherwise have to bring any action or proceeding relating to this Agreement against the other any party hereto or its properties in the courts of any other jurisdiction. . (c) Each of Owner and Manager hereby party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to abovein paragraph (b) of this Section 16. Each of the parties party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11, such service to be effective upon receipt. Nothing in this Agreement will affect the right of any party hereto or any Holder to serve process in any other manner permitted by law. (e) Each party hereto waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement, or for recognition or enforcement shall be heard and determined in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this AgreementAgreement or the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this AgreementAgreement or the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom) in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware, shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under Section 18(d) or otherwise under the applicable laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement or enforcement the Merger shall be heard and determined in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedCommonwealth of Virginia, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statethe Commonwealth of Virginia and of the United States District Court of the Eastern District of Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Virginia state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be construed under governed and shall be governed by interpreted in accordance with the substantive laws of the state in which the Hotel is locatedState of New York, without regard to that state’s conflict excluding its conflicts of laws provisionsprinciples. In the event any action shall be brought to enforce or interpret the terms of this Agreement, the Parties agree that such action will be brought in the State or Federal courts located in New York, New York. Each of Owner and Manager the Parties hereby irrevocably and unconditionally submits, submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the state and (to aforesaid courts. Each of the extent permitted by law) Federal courts of such stateParties hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement of (a) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to lawfully serve process, (b) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be heard and determined from any legal process commenced in such state court orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner otherwise), and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, (c) to the fullest extent permitted by lawApplicable Law, that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such courtcourt is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement of any judgmentthe Merger shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, IN CONTRACT, IN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT. (b) Notwithstanding Section 8.5(a), each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or nature (whether at law. Nothing , in this Agreement shall affect contract, in tort or otherwise) against any right that Owner Financing Source (and/or any of its Affiliates, officers, directors, employees, controlling persons, advisors, agents, attorneys or Manager may otherwise have to bring any action or proceeding representatives) relating to this Agreement against or the Debt Financing other party than in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each Supreme Court of the parties hereto hereby irrevocably waivesState of New York, to the fullest extent permitted by lawCounty of New York, or if under applicable Law exclusive jurisdiction is vested in Federal courts, the defense United States District Court for the Southern District of an inconvenient forum to New York (and the maintenance of such action or proceeding in any such courtappellate courts thereof).

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall will be governed by and construed in accordance with the laws of the state in which State of New York applicable to contracts made and to be performed within the Hotel is located, without regard to that state’s conflict State of laws provisionsNew York. Each of Owner and Manager party hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive non-exclusive jurisdiction of the state and (to federal courts sitting in the extent permitted by law) Federal courts City of such stateNew York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgmenthereby irrevocably waives, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims not to assert in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out is brought in an inconvenient forum or that the venue of such suit, action or relating proceeding is improper. 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any court referred way any right to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtAND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner and Manager hereby irrevocably and unconditionally submitsthe parties hereto agrees that any action, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a "Proceeding") shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party's agent for acceptance of legal process, and (2) that service of process may legally also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDelaware.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedCommonwealth of Virginia, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statethe Commonwealth of Virginia and of the United States District Court of the Eastern District of Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Virginia state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedCommonwealth of Virginia , without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statethe Commonwealth of Virginia and of the United States District Court for the Eastern District of Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Virginia state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under and shall be is governed by and construed in accordance with the laws of the state in which State of Delaware without giving effect to the Hotel is located, without regard to that state’s principles of conflict of laws provisionslaw thereof. ** This portion has been redacted pursuant to a confidential treatment request. (b) Each of Owner and Manager Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the state and (to the extent permitted by law) any Delaware State or Federal courts of such state, court and any appellate court from any thereof, ; in any action suit, action, or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be maybe heard and determined in such state court Delaware State court, or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing , Without limiting the foregoing, each Party agrees that service of process on such party as provided in this Agreement Section 24.2 shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts be deemed effective service of any other jurisdiction. process on such party. (c) Each of Owner and Manager Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. herein. (d) Each of the parties hereto Party hereby irrevocably waives, to the fullest extent permitted by lawit may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action suit, action, or proceeding in any such court, and agrees not to plead the same, and agrees that nothing herein will limit the right to xxx in any other jurisdiction if a Delaware State or Federal court of competent jurisdiction sitting in New Castle County, Delaware rules or orders that it will not exercise jurisdiction over any such action or proceeding. (e) To the extent that a Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent it may legally and effectively do so, such immunity in respect of its obligations under this Agreement. (f) Each Party hereby acknowledges that a breach of a material covenant herein may cause irreparable harm to the non-breaching Party and that the remedy or remedies at law for any such breach may be inadequate. Each Party hereby agrees that, in the event of any such breach, in addition to all other, available remedies hereunder, the non-breaching party shall have the right to obtain equitable relief to enforce the provisions of this Agreement. (g) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, or enforcement the Merger shall be heard and determined exclusively in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard made in any manner as may be provided in Section 7.9 (other than by facsimile) and determined otherwise under the applicable Legal Requirements or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtapplicable Legal Requirements.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and Manager hereby irrevocably and unconditionally submits, for itself and its property, to (b) that this Agreement has been entered into by the nonexclusive jurisdiction parties hereto in express reliance upon 6 Del. C. § 2708. Each of the state and (to the extent permitted by law) Federal courts of such stateparties hereto agrees that any action, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”) shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party’s agent for acceptance of legal process, and (2) that service of process may legally also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the laying State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawDelaware, the defense of an inconvenient forum to the maintenance of Company does hereby appoint as such action or proceeding in any such courtagent The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxx xx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement of any judgmentthe Merger shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, to the fullest extent it may legally and effectively do soIN CONTRACT, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtIN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Offtake Supply Agreement is governed by the Laws of the State of New York without regard to principles of conflicts of laws. Any dispute between the Parties arising out of, or in connection with, this Offtake Supply Agreement shall be construed under and first submitted to the respective senior executive(s) of each Party for attempted amicable resolution. In the absence of an amicable resolution within thirty (30) days following submission to the Parties’ senior executives for amicable resolution in accordance with the immediately above paragraph, any dispute between the Parties arising out of, or in connection with, this Offtake Supply Agreement shall be governed by subject to litigation to be brought exclusively in the laws courts located in the State of the state in which the Hotel is located, without regard to that state’s conflict of laws provisionsNew York. Each of Owner Party shall and Manager hereby irrevocably and unconditionally submits, for itself and its property, does submit to the nonexclusive non-exclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each the Federal Courts of the parties hereto United States of America located in New York. The Supplier hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and any right of jurisdiction in such action or proceeding on account of its domicile. The Supplier hereby irrevocably waives any such courtrights it may have to a trial by jury in respect of any litigation based upon, or arising out of, this Offtake Supply Agreement, or any course of conduct, course of dealing, statement or actions of any Party hereto. The Supplier hereby irrevocably waives any rights it may have to immunity from service of process or jurisdiction to any court hereunder, including without limitation any immunity, sovereign immunity or other similar defense.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this AgreementAgreement or the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom) in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware, shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under Section 15(d) or otherwise under the applicable laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state State in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such stateState and of the United States District Court for such State, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedall disputes, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and actions or proceedings (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement of any judgmentthe Merger shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, to the fullest extent it may legally and effectively do soIN CONTRACT, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtIN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state and (to the extent permitted by law) Federal courts laws that might otherwise govern under applicable principles of such state, and any appellate court from any thereof, in conflicts of laws. In any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of suit between any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding Parties arising out of or relating to this Agreement in or any court referred to above. Each of the parties hereto hereby Contemplated Transactions: (a) each of the Parties irrevocably waives, and unconditionally consents and submits to the fullest extent permitted by lawexclusive jurisdiction and venue of the state and federal courts located in the State of Delaware; (b) if any such action or suit is commenced in a state court, the defense of an inconvenient forum then, subject to applicable Legal Requirements, no Party shall object to the maintenance removal of such action or proceeding suit to any federal court located in the District of Delaware; and (c) each of the Parties irrevocably waives the right to trial by jury. Attorneys’ Fees. In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties under this Agreement, the prevailing Party in such courtaction or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit. Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than (a) the parties hereto and (b) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws Consent to Service of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Process. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) Each of Owner and Manager party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts any New York State court or Xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of such stateAmerica sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such state New York State court or, to the extent permitted by law, in such Federal court. Each of the parties party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other . (c) Each party in the courts of any other jurisdiction. Each of Owner and Manager hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State court referred to aboveor in any such Federal court. Each of the parties party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is located, Commonwealth of Massachusetts without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the Commonwealth of Massachusetts and that the laws of said Commonwealth shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner and Manager hereby irrevocably and unconditionally submitsthe parties hereto agrees that any action, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”) shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe Commonwealth of Massachusetts, and each of the parties hereby irrevocably and unconditionally: (a) consents to submit to the exclusive jurisdiction of the federal and state courts in the Commonwealth of Massachusetts for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (b) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the Commonwealth of Massachusetts; (c) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the Commonwealth of Massachusetts has been brought in an improper or otherwise inconvenient forum; and (d) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (x) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts Commonwealth of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesMassachusetts, to appoint and maintain an agent in the fullest extent it Commonwealth of Massachusetts as such party’s agent for acceptance of legal process, and (y) that service of process may legally also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and effectively do so, any objection which it may now that service made pursuant to clause (x) or hereafter (y) above shall have to the laying same legal force and effect as if served upon such party personally within the Commonwealth of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtMassachusetts.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and Manager hereby irrevocably and unconditionally submits, for itself and its property, to (b) that this Agreement has been entered into by the nonexclusive jurisdiction parties hereto in express reliance upon 6 Del. C. Section 2708. Each of the state and (to the extent permitted by law) Federal courts of such stateparties hereto agrees that any action, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a "PROCEEDING") shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party's agent for acceptance of legal process, and (2) that service of process may legally also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the laying State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawDelaware, the defense Company does hereby appoint as such agent The Corporation Trust Company, 1209 Orange Street, County of an inconvenient forum to the maintenance of such action or proceeding in any such courtNewcastle, Xxxxxxxxxx, Xxxxxxxx 00000.

Applicable Law; Jurisdiction. This Agreement shall be governed ---------------------------- by and construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is located, State of Delaware without regard giving effect to that state’s conflict laws and principles relating to conflicts of laws provisionslaw. Each of Owner and Manager hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property, consent to submit to the nonexclusive exclusive jurisdiction of the state Chancery Court in and (to for New Castle County, Delaware and of the extent permitted by law) Federal courts of such statethe United States of America located in the State of Delaware for any actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreementagreement and the transactions contemplated hereby (and agree not to commence any action, suit or for recognition or enforcement proceeding relating thereto except in such courts), and further agree that service of any judgmentprocess, and each summons, notice or document by U.S. registered mail at the address set forth in Section 10.2 of the parties hereto this Agreement shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this agreement or relating to this Agreement the transac- tions contemplated hereby, in any court referred to above. Each the Chancery Court in and for New Castle County, Delaware and of the parties hereto courts of the United States of America located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waive and agree not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and Manager hereby irrevocably and unconditionally submits, for itself and its property, to (b) that this Agreement has been entered into by the nonexclusive jurisdiction parties hereto in express reliance upon 6 Del. C. ss. 2708. Each of the state and (to the extent permitted by law) Federal courts of such stateparties hereto agrees that any action, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a "Proceeding") shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party's agent for acceptance of legal process, and (2) that service of process may legally also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDelaware.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under in accordance with and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict State of laws provisions. New York. (b) Each of Owner and Manager hereby party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the state Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and (to of the extent permitted by law) Federal courts United States District Court of such statethe Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court New York State or, to the extent permitted by law, in such Federal court. Each of the parties party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner any party hereto or Manager any Holder may otherwise have to bring any action or proceeding relating to this Agreement against the other any party hereto or its properties in the courts of any other jurisdiction. . (c) Each of Owner and Manager hereby party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to abovein paragraph (b) of this Section 17. Each of the parties party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12, such service to be effective upon receipt. Nothing in this Agreement will affect the right of any party hereto or any Holder to serve process in any other manner permitted by law. (e) Each party hereto waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

Applicable Law; Jurisdiction. This Agreement shall be governed ---------------------------- by and construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is located, State of Delaware without regard giving effect to that state’s conflict laws and principles relating to conflicts of laws provisionslaw. Each of Owner and Manager hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property, consent to submit to the nonexclusive exclusive jurisdiction of the state Chancery Court in and (to for New Castle County, Delaware and of the extent permitted by law) Federal courts of such statethe United States of America located in the State of Delaware for any actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreementagreement and the transactions contemplated hereby (and agree not to commence any action, suit or for recognition or enforcement proceeding relating thereto except in such courts), and further agree that service of any judgmentprocess, and each summons, notice or document by U.S. registered mail at the address set forth in Section 10.2 of the parties hereto this Agreement shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this agreement or relating to this Agreement the transactions contemplated hereby, in any court referred to above. Each the Chancery Court in and for New Castle County, Delaware and of the parties hereto courts of the United States of America located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waive and agree not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement and the Transactions shall be governed by, and each construed in accordance with, the internal Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the Transaction Documents, or the negotiation, validity or performance of this Agreement, the Transaction Documents and the Transactions shall be heard and determined in any state or Federal court of competent subject matter jurisdiction sitting in New Castle County, Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such courts (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal courtcourts. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtapplicable Law.

Applicable Law; Jurisdiction. This Agreement shall be governed ---------------------------- by and construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is located, State of Delaware without regard giving effect to that state’s conflict laws and principles relating to conflicts of laws provisionslaw. Each of Owner and Manager hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property, consent to submit to the nonexclusive exclusive jurisdiction of the state Chancery Court in and (to for New Castle County, Delaware and of the extent permitted by law) Federal courts of such statethe United States of America located in the State of Delaware for any actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreementagreement and the transactions contemplated hereby (and agree not to commence any action, suit or for recognition or enforcement proceeding relating thereto except in such courts), and further agree that service of any judgmentprocess, and each summons, notice or document by U.S. registered mail at the address set forth in Section 11.2 of the parties hereto this Agreement shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this agreement or relating to this Agreement the transactions contemplated hereby, in any court referred to above. Each the Chancery Court in and for New Castle County, Delaware and of the parties hereto courts of the United States of America located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waive and agree not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.