Common use of Choice of Law; Consent to Jurisdiction Clause in Contracts

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 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 NEW YORK STATE 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY (EACH, A “PROCEEDING”), PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY LOCATED WITHIN MARYLAND AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO AGENT’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY MARYLAND STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONMARYLAND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF LOCATED WITHIN NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO PURCHASER’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE PURCHASER FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONNEW YORK MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST). EACH REAFFIRMING PARTY THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, SUBMITS TO THE NONEXCLUSIVE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, THE COLLATERAL AND EACH OF THE PARTIES HERETO COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE OR, COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH VENUE OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED BROUGHT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT SUCH A COURT OR IN ANY OTHER MANNER PROVIDED BY LAWTHAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT HEREIN SHALL AFFECT ANY LIMIT THE RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE OF THE SECURITY TRUSTEE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROCEEDINGS AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE COMPANY AGAINST THE SECURITY TRUSTEE OR ANY AFFILIATE OF THE SECURITY TRUSTEE INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK; PROVIDED, THAT SUCH PROCEEDINGS MAY BE BROUGHT IN OTHER COURTS IF JURISDICTION MAY NOT BE OBTAINED IN A COURT IN NEW YORK, NEW YORK.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF LOCATED WITHIN NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO LENDER’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONNEW YORK MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY (EACH, A “PROCEEDING”), PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY LOCATED WITHIN MARYLAND AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO AGENT’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY MARYLAND STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONMARYLAND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE RIGHTS, REMEDIES AND OBLIGATIONS OF THE PARTIES HEREUNDER, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES AND ALL OTHER MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKYORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH REAFFIRMING PARTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF LOCATED WITHIN NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO AGENT’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONNEW YORK MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO IF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE NONEXCLUSIVE JURISDICTION OF NOTES IS COMMENCED BY LENDER IN THE SUPREME COURT STATE COURTS OF THE STATE OF NEW YORK SITTING TEXAS OR IN NEW YORK COUNTY AND OF THE UNITED STATES U.S. DISTRICT COURT OF FOR THE SOUTHERN NORTHERN DISTRICT OF NEW YORKTEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING BORROWER HEREBY CONSENTS 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 JURISDICTION OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT COURT IN ANY SUCH ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN THE STATE OF TEXAS. ANY PROCESS IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS DESCRIBED IN OTHER JURISDICTIONS BY SUIT ON SECTION 15 HEREOF. ANY MATTERS AFFECTING THE JUDGMENT ENFORCEMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES INTERPRETATION OF LENDER'S SECURITY INTEREST IN THE COURTS COLLATERAL SHALL (TO THE EXTENT NOT GOVERNED BY TEXAS LAW PURSUANT TO THE AGREEMENT SET FORTH HEREIN) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY JURISDICTION.THE STATE OF DELAWARE OR CALIFORNIA, AS APPLICABLE. [Rest of page intentionally left blank; signature page follows]

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), BORROWER IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY, COUNTY AND STATE OF NEW YORK, AND (B) WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT SITTING IN THE CITY AND COUNTY OF NEW YORK MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, YORK WITHOUT REGARD TO ANY PRINCIPLES OF LAW THAT WOULD REQUIRE THE NONEXCLUSIVE JURISDICTION APPLICATION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 LAW 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 NEW YORK STATE 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONSTATE.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE STATE UNITED STATES OF NEW YORK AMERICA SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKCITY, 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 NEW YORK STATE 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER OR FRONTING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AGREEMENT, ------------------------------------------- INCLUDING THE INTERPRETATION AND PERFORMANCE THEREOF, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKMARYLAND WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAWS PRINCIPLES. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY THE PARTIES HERETO EXPRESSLY CONSENT AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, AGREE TO THE NONEXCLUSIVE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY MARYLAND AND OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND AND TO THE LAYING OF VENUE IN THE STATE OF MARYLAND, WAIVING ALL CLAIMS OR DEFENSES BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, INCONVENIENT FORUM OR THE LIKE. BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY THE MAILING A COPY OF THE SOUTHERN DISTRICT OF NEW YORKSUMMONS TO BORROWER, AND ANY APPELLATE COURT FROM ANY THEREOFBY CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER'S ADDRESS SET FORTH IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH SECTION 9.4 OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS LOAN AGREEMENT. BORROWER FURTHER WAIVES ANY CLAIM FOR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY SUCH ACTION TAKEN OR PROCEEDING MAY OMITTED TO BE HEARD AND DETERMINED TAKEN BY LENDER IN SUCH NEW YORK STATE 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONGOOD FAITH.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT GUARANTY AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAWS OF THE STATE OF NEW YORKMARYLAND, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH REAFFIRMING PARTY HEREBY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”), AGENT AND LENDERS (BY THEIR ACCEPTANCE HEREOF), AND GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMIT TO THE NONEXCLUSIVE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT FEDERAL COURTS HAVING JURISDICTION IN THE COUNTY OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY MXXXXXXXXX, MARYLAND, AND OF THE UNITED STATES DISTRICT COURT OF FOR THE SOUTHERN DISTRICT OF NEW YORKMARYLAND, AND (B) WAIVE ANY APPELLATE COURT FROM OBJECTION WHICH IT MAY HAVE AT ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT TIME TO THE LAYING OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVE ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVE THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT GUARANTY SHALL PRECLUDE AGENT OR LENDERS, GUARANTOR FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION TO THE EXTENT THE FOREGOING IS PERMITTED UNDER APPLICABLE LAW. AGENT, LENDERS AND GUARANTOR FURTHER AGREE AND CONSENT THAT, IN ADDITION TO ANY REAFFIRMING PARTY OR ITS PROPERTIES METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY UNITED STATES COURT SITTING IN THE COURTS COUNTY OF MXXXXXXXXX, MARYLAND OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY JURISDICTIONOF THE FINANCING DOCUMENTS, ANY CLAIMS UNDER THIS GUARANTY BY A LENDER MUST BE BROUGHT ON BEHALF OF SUCH LENDER BY AGENT AND NOT DIRECTLY.

Choice of Law; Consent to Jurisdiction. EXCEPT TO THE EXTENT THAT THE UNIFORM COMMERICIAL CODE PROVIDES FOR THE APPLICATION OF THE LAW OF THE BORROWER'S STATE OF ORGANIZATION, THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAWS OF THE STATE OF NEW YORKFLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO IF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE NONEXCLUSIVE JURISDICTION OF NOTE IS COMMENCED BY LENDER IN THE SUPREME COURT STATE COURTS OF THE STATE OF NEW YORK SITTING FLORIDA OR IN NEW YORK COUNTY AND OF THE UNITED STATES U.S. DISTRICT COURT OF FOR THE SOUTHERN DISTRICT OF NEW YORKFLORIDA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING BORROWER HEREBY CONSENTS 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 JURISDICTION OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT COURT IN ANY SUCH ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN THE STATE OF FLORIDA. ANY PROCESS IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS DESCRIBED IN OTHER JURISDICTIONS SECTION 8.5. OR IF SERVED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED MEANS PERMITTED BY APPLICABLE LAW. NOTHING TO THE EXTENT THAT THE CORPORATION HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN THIS AGREEMENT AID OF EXECUTION OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE OTHERWISE) WITH RESPECT TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY ITSELF OR ITS PROPERTIES PROPERTY, THE CORPORATION HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN THE COURTS RESPECT OF ANY JURISDICTIONITS OBLIGATIONS UNDER THIS DEBENTURE.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO IF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE NONEXCLUSIVE JURISDICTION OF NOTES IS COMMENCED BY LENDER IN THE SUPREME COURT STATE COURTS OF THE STATE OF NEW YORK SITTING TEXAS OR IN NEW YORK COUNTY AND OF THE UNITED STATES U.S. DISTRICT COURT OF FOR THE SOUTHERN NORTHERN DISTRICT OF NEW YORKTEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING BORROWER HEREBY CONSENTS 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 JURISDICTION OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT COURT IN ANY SUCH ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN THE STATE OF TEXAS. ANY PROCESS IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS DESCRIBED IN OTHER JURISDICTIONS BY SUIT ON SECTION 15 HEREOF. ANY MATTERS AFFECTING THE JUDGMENT ENFORCEMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES INTERPRETATION OF LENDER’S SECURITY INTEREST IN THE COURTS COLLATERAL SHALL (TO THE EXTENT NOT GOVERNED BY TEXAS LAW PURSUANT TO THE AGREEMENT SET FORTH HEREIN) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY JURISDICTIONTHE STATE OF DELAWARE OR CALIFORNIA, AS APPLICABLE.

Choice of Law; Consent to Jurisdiction. Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORKFLORIDA. EACH REAFFIRMING PARTY ALL SUITS, ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL BE BROUGHT IN A STATE OR FEDERAL COURT LOCATED IN TAMPA, STATE OF FLORIDA, WHICH COURTS SHALL BE THE EXCLUSIVE FORUM FOR ALL SUCH SUITS, ACTIONS OR PROCEEDINGS. EXECUTIVE AND THE COMPANY HEREBY WAIVE ANY OBJECTION WHICH EXECUTIVE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUCH COURT OR ANY SUCH SUIT, ACTION OR PROCEEDING. EXECUTIVE AND THE COMPANY HEREBY IRREVOCABLY CONSENT AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, SUBMIT THEMSELVES TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY FLORIDA FOR THE PURPOSES OF ANY S UIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, EXECUTIVE AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND COMPANY HEREBY WAIVE ANY APPELLATE COURT FROM ANY THEREOF, RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE ORSUIT, 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 TRIED BEFORE A COURT AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONNOT BEFORE A JURY.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT THE LOAN DOCUMENTS (OTHER ---------------------------------------- THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND GOVERNED BY NOT THE LAWS LAW OF CONFLICTS) OF THE STATE OF NEW YORKILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. EACH REAFFIRMING PARTY THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, SUBMITS TO THE NONEXCLUSIVE NON-EXCLUSIVE JURISDICTION OF THE SUPREME ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, LOAN DOCUMENTS AND EACH OF THE PARTIES HERETO BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE OR, COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH VENUE OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED BROUGHT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT SUCH A COURT OR IN ANY OTHER MANNER PROVIDED BY LAWTHAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT HEREIN SHALL AFFECT ANY LIMIT THE RIGHT THAT JPMCB OR ANY OF THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROCEEDINGS AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

Choice of Law; Consent to Jurisdiction. EACH OF THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY, INTERPRETED, CONSTRUED AND ENFORCED PURSUANT TO AND IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKTEXAS. EACH REAFFIRMING PARTY HEREBY AT GMAC'S OPTION, THE PLEDGOR AGREES THAT ANY CONTROVERSY ARISING UNDER OR IN RELATION TO THIS AGREEMENT SHALL BE LITIGATED IN THE COMMONWEALTH OF PENNSYLVANIA. AT GMAC'S OPTION, THE LOCAL AND FEDERAL COURTS AND AUTHORITIES WITH JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA SHALL HAVE JURISDICTION OVER ALL CONTROVERSIES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AGREEMENT. THE PLEDGOR IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION, AND UNCONDITIONALLY SUBMITSVENUE OF SUCH COURTS FOR ANY LITIGATION ARISING FROM THIS AGREEMENT AND WAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, FOR ITSELF AND ITS PROPERTYHABITUAL RESIDENCE OR OTHERWISE. NOTHING CONTAINED HEREIN, TO HOWEVER, SHALL PREVENT GMAC FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST THE NONEXCLUSIVE PLEDGOR OR AGAINST THE COLLATERAL IN ANY OTHER JURISDICTION. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY OTHER JURISDICTION SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE SUPREME COURT AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY TEXAS SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF THE UNITED STATES DISTRICT COURT PLEDGOR AND GMAC AS PROVIDED HEREIN OR THE SUBMISSION HEREIN BY THE PLEDGOR TO PERSONAL JURISDICTION WITHIN THE COMMONWEALTH OF PENNSYLVANIA. THE SOUTHERN DISTRICT OF NEW YORKFOREGOING PROVISIONS WERE KNOWINGLY, WILLINGLY AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING VOLUNTARILY AGREED TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF BY 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 NEW YORK STATE OR, TO PLEDGOR UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL SELECTED BY 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONPLEDGOR'S OWN FREE WILL.

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), BORROWER IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF CHICAGO, COUNTY OF XXXX AND STATE OF ILLINOIS, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR PROCESS IN ANY PROCEEDING IN ANY ILLINOIS STATE OR UNITED STATES COURT SITTING IN THE CITY OF CHICAGO AND COUNTY OF XXXX MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, ILLINOIS WITHOUT REGARD TO THE NONEXCLUSIVE JURISDICTION ILLINOIS PRINCIPLES OF THE SUPREME COURT CONFLICTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 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 NEW YORK STATE 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONLAWS.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT Waiver of Jury ------------------------------------------------------ Trial. NOTWITHSTANDING ANYTHING IN THE NOTES, THE SECURITY INSTRUMENTS OR ANY OF ----- THE OTHER LOAN DOCUMENTS TO THE CONTRARY, EACH OF THE TERMS AND PROVISIONS, AND RIGHTS AND OBLIGATIONS OF EACH BORROWER UNDER THE NOTES, AND EACH TC PARTY UNDER THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY, INTERPRETED, CONSTRUED AND ENFORCED PURSUANT TO AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND (EXCLUDING THE LAW APPLICABLE TO CONFLICTS OR CHOICE OF LAW) EXCEPT TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION, PERFECTION AND FORECLOSURE OF LIENS AND SECURITY INTERESTS, AND ENFORCEMENT OF THE RIGHTS AND REMEDIES, AGAINST THE MORTGAGED PROPERTIES, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORKJURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, THE TC PARTIES AGREE THAT ANY CONTROVERSY ARISING UNDER OR IN RELATION TO THE NONEXCLUSIVE JURISDICTION OF NOTES, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 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 NEW YORK STATE 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 SECURITY INSTRUMENTS OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB BE, EXCEPT AS OTHERWISE PROVIDED HEREIN, LITIGATED IN MARYLAND. THE LOCAL AND FEDERAL COURTS AND AUTHORITIES WITH JURISDICTION IN MARYLAND SHALL, EXCEPT AS OTHERWISE PROVIDED HEREIN, HAVE JURISDICTION OVER ALL CONTROVERSIES WHICH MAY ARISE UNDER OR IN RELATION TO THE LOAN DOCUMENTS, INCLUDING THOSE CONTROVERSIES RELATING TO THE EXECUTION, JURISDICTION, BREACH, ENFORCEMENT OR COMPLIANCE WITH THE NOTES, THE SECURITY INSTRUMENTS OR ANY OTHER ISSUE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS. EACH TC PARTY 112 IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION, AND VENUE OF SUCH COURTS FOR ANY LITIGATION ARISING FROM THE NOTES, THE SECURITY INSTRUMENTS OR ANY OF THE OTHER LOAN DOCUMENTS, AND WAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL RESIDENCE OR OTHERWISE. NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT THE LENDER MAY OTHERWISE HAVE TO BRING FROM BRINGING ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR EXERCISING ANY RIGHTS AGAINST THE TC PARTIES, AND AGAINST THE COLLATERAL IN ANY OTHER JURISDICTION. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY OTHER JURISDICTION SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF MARYLAND SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF THE TC PARTIES AND THE LENDER AS PROVIDED HEREIN OR THE SUBMISSION HEREIN BY THE TC PARTIES TO PERSONAL JURISDICTION WITHIN MARYLAND. EACH TC PARTY (I) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING UNDER ANY OF THE LOAN DOCUMENT AGAINST DOCUMENTS TRIABLE BY A JURY AND (II) WAIVES ANY REAFFIRMING RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. FURTHER, EACH TC PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE OR ITS PROPERTIES IN AGENT OF LENDER (INCLUDING, BUT NOT LIMITED TO, LENDER'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO EACH TC PARTY THAT LENDER WILL NOT SEEK TO ENFORCE THE COURTS PROVISIONS OF ANY JURISDICTIONTHIS SECTION. THE FOREGOING PROVISIONS WERE KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY THE TC PARTIES UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL SELECTED BY THE TC PARTIES[] FREE WILL.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO IF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE NONEXCLUSIVE JURISDICTION OF NOTE IS COMMENCED BY LENDER IN THE SUPREME COURT STATE COURTS OF THE STATE OF NEW YORK SITTING TEXAS OR IN NEW YORK COUNTY AND OF THE UNITED STATES U.S. DISTRICT COURT OF FOR THE SOUTHERN DISTRICT OF NEW YORKTEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING BORROWER HEREBY CONSENTS 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 JURISDICTION OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT COURT IN ANY SUCH ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN THE STATE OF TEXAS. ANY PROCESS IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS DESCRIBED IN OTHER JURISDICTIONS BY SUIT ON SECTION 15 HEREOF. ANY MATTERS AFFECTING THE JUDGMENT ENFORCEMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES INTERPRETATION OF LENDER'S SECURITY INTEREST IN THE COURTS COLLATERAL SHALL (TO THE EXTENT NOT GOVERNED BY TEXAS LAW PURSUANT TO THE AGREEMENT SET FORTH HEREIN) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY JURISDICTIONTHE STATE OF DELAWARE OR CALIFORNIA, AS APPLICABLE.

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE CONSTRUED (EACH, A “PROCEEDING”), EACH PLEDGOR IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. EACH REAFFIRMING PARTY PLEDGOR HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND UNCONDITIONALLY SUBMITSALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR ITSELF AND ITS PROPERTYUNDER APPLICABLE LAW, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ALL SERVICE OR PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT OF SITTING IN THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKADDRESS INDICATED 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 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 NEW YORK STATE 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 SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON DEEMED COMPLETE FIVE (5) DAYS AFTER THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SAME SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTIONBEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITSNEVADA, FOR ITSELF AND ITS PROPERTY, EXCEPT TO THE NONEXCLUSIVE JURISDICTION EXTENT THAT THE PERFECTION OR PRIORITY OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY ENCUMBRANCE AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS SECURITY INTERESTS CREATED HEREUNDER IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OR, OF NEVADA. SUBJECT ONLY TO THE EXTENT PERMITTED BY LAWEXCEPTION IN THE NEXT SENTENCE, IN SUCH CORPORATION AND AGENT HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT. EACH OF COURT LOCATED WITHIN NEVADA, AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN AND AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT OR THE CONDUCT OF ANY PARTY 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 CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OTHERWISE SHALL AFFECT ANY BE HEARD ONLY IN THE COURT DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING, AGENT SHALL HAVE THE RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY DEBTOR OR ITS PROPERTIES PROPERTY IN THE COURTS OF ANY JURISDICTIONOTHER JURISDICTION AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO IF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE NONEXCLUSIVE JURISDICTION OF NOTES IS COMMENCED BY LENDER IN THE SUPREME COURT STATE COURTS OF THE STATE OF NEW YORK SITTING TEXAS OR IN NEW YORK COUNTY AND OF THE UNITED STATES U.S. DISTRICT COURT OF FOR THE SOUTHERN NORTHERN DISTRICT OF NEW YORKTEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING BORROWER HEREBY CONSENTS 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 JURISDICTION OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT COURT IN ANY SUCH ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN THE STATE OF TEXAS. ANY PROCESS IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS DESCRIBED IN OTHER JURISDICTIONS BY SUIT ON SECTION 15 HEREOF. ANY MATTERS AFFECTING THE JUDGMENT ENFORCEMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES INTERPRETATION OF LENDER'S SECURITY INTEREST IN THE COURTS COLLATERAL SHALL (TO THE EXTENT NOT XXXXXXED BY TEXAS LAW PURSUANT TO THE AGREEMENT SET FORTH HEREIN) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY JURISDICTION.THE STATE OF DELAWARE OR CALIFORNIA, AS APPLICABLE. [Rest of page intentionally left blank; signature page follows]

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (EACH, A “PROCEEDING”), EACH REAFFIRMING PARTY PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY LOCATED WITHIN MARYLAND AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO AGENT’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY MARYLAND STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONMARYLAND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 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 NEW YORK STATE 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 OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB CHASE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.. 238 5

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORKTEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO IF ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE NONEXCLUSIVE JURISDICTION OF NOTES IS COMMENCED BY LENDER IN THE SUPREME COURT STATE COURTS OF THE STATE OF NEW YORK SITTING TEXAS OR IN NEW YORK COUNTY AND OF THE UNITED STATES U.S. DISTRICT COURT OF FOR THE SOUTHERN NORTHERN DISTRICT OF NEW YORKTEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING BORROWER HEREBY CONSENTS 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 JURISDICTION OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT COURT IN ANY SUCH ACTION OR PROCEEDING AND TO THE LAYING OF VENUE IN THE STATE OF TEXAS. ANY PROCESS IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS DESCRIBED IN OTHER JURISDICTIONS BY SUIT ON SECTION 15 HEREOF. ANY MATTERS AFFECTING THE JUDGMENT ENFORCEMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT JPMCB OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY REAFFIRMING PARTY OR ITS PROPERTIES INTERPRETATION OF XXXXXX'S SECURITY INTEREST IN THE COURTS COLLATERAL SHALL (TO THE EXTENT NOT GOVERNED BY TEXAS LAW PURSUANT TO THE AGREEMENT SET FORTH HEREIN) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ANY JURISDICTION.THE STATE OF DELAWARE OR CALIFORNIA, AS APPLICABLE. [Rest of page intentionally left blank; signature page follows]

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY (EACH, A “PROCEEDING”), BORROWER IRREVOCABLY (A) SUBMITS TO THE LAWS NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF NEW YORK. EACH REAFFIRMING PARTY HEREBY IRREVOCABLY CHICAGO, COUNTY OF CXXX AND UNCONDITIONALLY SUBMITSSTATE OF ILLINOIS, FOR ITSELF AND ITS PROPERTY, (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE NONEXCLUSIVE JURISDICTION LAYING OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT 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 VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY ILLINOIS STATE OR UNITED STATES COURT SITTING IN THE COURTS CITY OF ANY JURISDICTIONCHICAGO AND COUNTY OF CXXX MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

Choice of Law; Consent to Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH REAFFIRMING PARTY (EACH, A “PROCEEDING”), PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME ANY STATE OR FEDERAL COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY LOCATED WITHIN NORTH CAROLINA AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORKIRREVOCABLY AGREES THAT, AND ANY APPELLATE COURT FROM ANY THEREOFSUBJECT TO AGENT’S ELECTION, IN ANY ACTION ALL ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE 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 NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT BROUGHT IN ANY SUCH ACTION OR COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING SHALL BE CONCLUSIVE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON FURTHER WAIVES THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAWRIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT OR SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER LOAN DOCUMENT SHALL AFFECT JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY RIGHT THAT JPMCB ONE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING RELATING TO THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT AGAINST JURISDICTION. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY REAFFIRMING PARTY AND ALL PROCESS AND FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR ITS PROPERTIES PROCESS IN ANY PROCEEDING IN ANY NORTH CAROLINA STATE OR UNITED STATES COURT SITTING IN THE COURTS STATE OF ANY JURISDICTIONNORTH CAROLINA MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF PLEDGOR SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.