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

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such court), waive any objection to the laying of venue of any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger Mergers shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware Maryland without regard to its rules of conflict of lawslaws (except to the extent the laws of the State of Delaware are applicable to the Partnership Merger). Except as provided in the immediately preceding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties Company and Parent hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program courts of the State of Maryland or any court of the United States located in the State of Maryland (the “Maryland CourtCourts”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Courts and agree agrees not to plead or claim in the any Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Partyparty’s agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of Maryland.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby Agreement shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) . Each of the Parties Stockholder and Buyer hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business courts of the State of Delaware and Technology Case Management Program of the United States located in the State of Delaware (the “Maryland Court”"DELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of Delaware, each such party does hereby appoint CT Corporation, Corporation Trust Center, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby Agreement shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) . Each Stockholder and each of the Parties Target and MergerCo hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business courts of the State of Delaware and Technology Case Management Program of the United States located in the State of Delaware (the “Maryland Court”"DELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of Delaware, each such party does hereby appoint CT Corporation, Corporation Trust Center, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland New York without regard to its rules of conflict of laws. (b) Each of the Parties Company, Parent and Merger Sub hereby irrevocably and unconditionally consent (i) consents to and submit to the sole and exclusive jurisdiction of the Circuit Supreme Court for Baltimore City (Maryland)of the State of New York or, Business and Technology Case Management Program (if under applicable law exclusive jurisdiction over the “Maryland Court”) matter is vested in the federal courts, any federal court located in the State of New York or other New York state court for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby hereby, (and agree ii) agrees not to commence any litigation relating thereto except in such court)courts, waive (iii) waives any objection to the laying of venue of any such litigation in the Maryland Court such courts and agree (iv) agrees not to plead or claim in the Maryland Court such courts that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (iA) to the extent such Party party is not otherwise subject to service of process in the State of MarylandNew York, to appoint and maintain an agent in the State of Maryland New York as such Partyparty’s agent for acceptance of legal process, and (iiB) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (iA) or (iiB) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandNew York. Each party hereto agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 9.1. Nothing in this Section 9.9, however, shall affect the right of any party to serve legal process in any other manner permitted by law.

Choice of Law; Consent to Jurisdiction. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof: (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit submits itself to the exclusive jurisdiction of the Circuit courts of the State of New York sitting in the City of New York and to the exclusive jurisdiction of the United States District Court for Baltimore City (Maryland)the Southern District of New York, Business and Technology Case Management Program (for the “Maryland Court”) for purposes of any litigation suit, action or other proceeding arising out of this Agreement and Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns; (b) waives, and agree agrees not to commence assert, by way of motion, as a defense, or otherwise, in any litigation relating thereto except such suit, action or proceeding, that the suit, action or proceeding is brought in such court)an inconvenient forum, waive any objection to that the laying of venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties transactions contemplated hereby irrevocably and unconditionally may not be enforced in or by such courts; (c) agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to that service of process in the State any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of Marylandmail), postage prepaid, to appoint and maintain an agent each party hereto at its address set forth in Section 17, or at such other address of which the State of Maryland as such Party’s agent for acceptance of legal process, other parties shall have been notified pursuant thereto; and (iid) agrees that nothing herein shall affect the right to effect service of process may also be made on such Party in any other manner permitted by prepaid certified mail with a proof of mailing receipt validated by law or shall limit the United States Postal Service constituting evidence of valid service. Service made pursuant right to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Marylandxxx in any other jurisdiction.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger Notwithstanding anything in the Notes, the Security Documents, or any of the other Loan Documents to the contrary, each of the terms and provisions, and rights and obligations of Borrower under this Master Agreement and the Notes and the other Loan Documents, shall be governed by, interpreted, construed, and construed enforced pursuant to and in accordance with, with the Laws laws of the State District of Delaware without regard Columbia (excluding the law applicable to its rules conflicts or choice of conflict law) except to the extent of laws. Except as provided in procedural and substantive matters relating only to the immediately preceding sentencecreation, all disputesperfection, claims or controversies arising out and foreclosure of or relating to this Agreementliens and security interests, or and enforcement of the negotiationrights and remedies, validity or performance of this Agreementagainst the Mortgaged Properties, or the transactions contemplated hereby which matters shall be governed by the laws of the jurisdiction in which a Mortgaged Property is located, the perfection, the effect of perfection and construed non-perfection and foreclosure of security interests on personal property, which matters shall be governed by the laws of the jurisdiction determined by the choice of law provisions of the Uniform Commercial Code in accordance effect for the jurisdiction in which any Borrower is organized. Borrower agrees that any controversy arising under or in relation to the Notes, the Security Documents (other than the Security Instruments), or any other Loan Document shall be, except as otherwise provided herein, litigated in the District of Columbia. The local and federal courts and authorities with jurisdiction in the District of Columbia 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 internal Laws Notes, the Security Documents (other than the Security Instruments), or any other issue arising under, relating to, or in connection with any of the State Loan Documents. Borrower irrevocably consents to service, jurisdiction, and venue of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) such courts for any litigation arising out from the Notes, the Security Documents, or any of this Agreement 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 Lender from bringing any suit, action, or proceeding or exercising any rights against Borrower and against the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such court), waive any objection to the laying of venue of any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought collateral in any inconvenient forumother jurisdiction. Each Initiating such suit, action, or proceeding or taking such action in any other jurisdiction shall in no event constitute a waiver of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to agreement contained herein that the assignment laws of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement District of Columbia shall limit or affect govern the rights and obligations of any Party to pursue appeals from any judgments or order of the Maryland Court Borrower and Lender as provided herein or the submission herein by Law. Each of the Parties agrees, (i) Borrower to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally personal jurisdiction within the State District of MarylandColumbia.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties Company, Parent and MergerCo hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (courts of the “State of Maryland Court”) or any court of the United States located in the State of Maryland for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court such court and agree agrees not to plead or claim in the Maryland Court such court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Partyparty’s agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of Maryland. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Maryland, each of Parent and MergerCo does hereby appoint CorpDirect Agents, Inc., 500 Xxxxx Xxxxxxx Xxxxxx, 5th Floor, Baltimore, MD 21201, as such agent, and the Company does hereby appoint Corporation Service Company, 10 X. Xxxxx St., Baltimore, MD 21202, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Parent and Merger Sub hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City courts of the State of Maryland (Maryland), Business and Technology Case Management Program (the “Maryland CourtCourts”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Courts and agree agrees not to plead or claim in the any Maryland Court that such litigation brought therein has been brought in any inconvenient forum. . (b) Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Partyparty’s agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of Maryland.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of lawslaws (except that matters relating to the duties of the Company Board shall be subject to the Laws of the State of Indiana). (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such court), waive any objection to the laying of venue of any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties Party hereby irrevocably and unconditionally consent agrees to and submit to the exclusive jurisdiction and forum of the Circuit Court for Baltimore City City, Maryland or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division (Marylandas applicable, the “Chosen Court”), Business and Technology Case Management Program (the “Maryland Court”) for any litigation actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree each Party agrees not to commence any litigation action, suit or proceeding relating thereto thereto, except in such court, and further agrees that service of any process, summons, notice or document by registered mail to such Party’s address set forth above shall be effective service of process for any action, suit or proceeding brought against it in any such court and further agrees, in the case of any action relating to this Agreement or the transactions contemplated hereby in the Circuit Court for Baltimore City, Maryland, to request and consent to the assignment of such action to the Business and Technology Case Management Program of the Circuit Court for Baltimore City, Maryland), waive . Each Party hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such litigation action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the Maryland Court Chosen Court, and agree hereby further irrevocably and unconditionally waives and agrees not to plead or claim in the Maryland Court any such court that any such litigation action, suit or proceeding brought therein in any such court has been brought in any an inconvenient forum. Each of Notwithstanding the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of foregoing, actions or proceedings may be commenced in any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agreesjurisdiction, (i) to the extent such Party is not otherwise subject to service of process in the State of Marylandif necessary, to appoint and maintain an agent in the State enforce or satisfy orders or judgments of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Marylandcourts.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties Party hereby irrevocably and unconditionally consent consents to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City City, Maryland or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division (Marylandas applicable, the “Chosen Court”), Business and Technology Case Management Program (the “Maryland Court”) for any litigation actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree each Party agrees not to commence any litigation action, suit or proceeding relating thereto thereto, except in such court, and further agrees that service of any process, summons, notice or document by registered mail to such Party’s address set forth above shall be effective service of process for any action, suit or proceeding brought against it in any such court and further agrees, in the case of any action relating to this Agreement or the transactions contemplated hereby in the Circuit Court for Baltimore City, Maryland, to request and consent to the assignment of such action to the Business and Technology Case Management Program), waive . Each Party hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such litigation action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the Maryland Court Chosen Court, and agree hereby further irrevocably and unconditionally waives and agrees not to plead or claim in the Maryland Court any such court that any such litigation action, suit or proceeding brought therein in any such court has been brought in any an inconvenient forum. Each of Notwithstanding the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of foregoing, actions or proceedings may be commenced in any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agreesjurisdiction, (i) to the extent such Party is not otherwise subject to service of process in the State of Marylandif necessary, to appoint and maintain an agent in the State enforce or satisfy orders or judgments of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Marylandcourts.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws, except that provisions of the DLLCA applicable to the authorization, effectiveness and effects of the Company Merger will apply to the Company Merger. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such court), waive any objection to the laying of venue of any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (ia) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (iib) that service of process may 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. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the Transactions shall be governed by, by and construed in accordance with, with the Laws laws of the State Commonwealth of Delaware Massachusetts without regard to its rules of conflict of laws. Except as provided in Each of the immediately preceding sentenceCompany, all disputes, claims or controversies Parent and Acquisition Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware (the "DELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby Transactions (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of Delaware, each such party does hereby appoint CT Corporation, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed byBuyer acknowledges that this Guaranty was negotiated, executed and construed delivered in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of lawsGeorgia. Except as provided in the immediately preceding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, The validity or performance of this AgreementGuaranty, or its construction, interpretation, and enforcement and the transactions contemplated hereby rights of the Guarantor and the Buyer shall be determined under, governed by and construed in accordance with the internal Laws laws of the State of Maryland Georgia, without regard to its rules principles of conflict conflicts of laws. law. By execution or acceptance of this Guaranty, the parties acknowledge and agree that any dispute or claim either party has against the other arising out of or in any way connected with the rights, obligations, or responsibilities contained in the Guaranty shall, to the extent such dispute or claim is not resolved through non-judicial means (b) such as business negotiations or alternative dispute resolution), be litigated in the Superior Court of Cxxx County, Georgia or in a U.S. District Court sitting in the Northern District for the State of Georgia, and, accordingly, the Buyer and the Seller hereby freely and voluntarily consent to the jurisdiction and venue of the Superior Court of Cxxx County, Georgia and of the U.S. District Court for the Northern District of Georgia, either as proper forum for resolution of any dispute or claim between the parties. Each of the Parties parties hereby irrevocably and unconditionally consent to and submit consents to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby such courts (and agree not of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to commence any litigation relating thereto except in such court)the fullest extent permitted by Applicable Law, waive any objection that it may now or hereafter have to the laying of the venue of any such litigation suit, action or proceeding in the Maryland Court and agree not to plead any such court or claim that any such suit, action or proceeding which is brought in the Maryland Court that any such litigation brought therein court has been brought in any an inconvenient forumform. Each Service of the Parties hereby irrevocably and unconditionally agrees to request and/or consent process, summons, notice or other document by registered mail to the assignment of any such proceeding address for notices to the Maryland Court’s Business Buyer and Technology Case Management Program. Nothing in this Agreement the Guarantor provided for by or established pursuant to Section 4.3 shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to be effective service of process for any suit, action or other proceeding brought in the State of Maryland, to appoint and maintain an agent in the State of Maryland as any such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Marylandcourt.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger Notwithstanding anything herein to the contrary, each of the terms and provisions, and rights and obligations of Borrower and Guarantor under this Amendment, shall be governed by, interpreted, construed, and construed enforced pursuant to and in accordance with, with the Laws laws of the State District of Delaware without regard Columbia (excluding the law applicable to its rules conflicts or choice of conflict law) except to the extent of laws. Except as provided in procedural and substantive matters relating only to the immediately preceding sentencecreation, all disputesperfection, claims or controversies arising out and foreclosure of or relating to this Agreementliens and security interests, or and enforcement of the negotiationrights and remedies, validity or performance of this Agreementagainst the Mortgaged Properties, or the transactions contemplated hereby which matters shall be governed by and construed in accordance with the internal Laws laws of the State jurisdiction in which a Mortgaged Property is located, and as to the perfection, the effect of Maryland without regard to its rules perfection and non-perfection and foreclosure of conflict of laws. (b) Each security interests on personal property, which matters shall be governed by the laws of the Parties hereby jurisdiction determined by the choice of law provisions of the Uniform Commercial Code in effect for the jurisdiction in which any Borrower is organized. Borrower and Guarantor agree that any controversy arising under or in relation to this Amendment shall be, except as otherwise provided herein, litigated in the District of Columbia. The local and federal courts and authorities with jurisdiction in the Waiver and Third Amendment to Master Credit Facility Agreement 28 District of Columbia shall, except as otherwise provided herein, have jurisdiction over all controversies which may arise under or in relation to this Amendment, including those controversies relating to the execution, jurisdiction, breach, enforcement, or compliance with this Amendment, or any other issue arising under, relating to, or in connection with this Amendment. Borrower and Guarantor irrevocably and unconditionally consent to service, jurisdiction, and submit to the exclusive jurisdiction venue of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) such courts for any litigation arising out of from this Agreement Amendment, and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such court), waive any objection other venue to which it might be entitled by virtue of domicile, habitual residence, or otherwise. Nothing contained herein, however, shall prevent Xxxxxx Xxx or Original Lender from bringing any suit, action, or proceeding or exercising any rights against Xxxxxxxx, Guarantor and against the laying of venue of any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought collateral in any inconvenient forumother jurisdiction. Each Initiating such suit, action, or proceeding or taking such action in any other jurisdiction shall in no event constitute a waiver of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to agreement contained herein that the assignment laws of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement District of Columbia shall limit or affect govern the rights and obligations of any Party to pursue appeals from any judgments or order of the Maryland Court Borrower, Original Lender and Xxxxxx Xxx as provided herein or the submission herein by Law. Each of the Parties agrees, (i) Borrower to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally personal jurisdiction within the State District of MarylandColumbia.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Parent and MergerCo hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit courts of the State of Delaware and of the United States District Court for Baltimore City (Maryland), Business and Technology Case Management Program the District of Delaware (the “Maryland CourtChosen Courts”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent, MergerCo, the Company and the Stockholders’ Representative does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws law of the State of Delaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without regard giving effect to its rules any conflicts-of-law or other principle requiring the application of conflict the law of laws. Except as provided any other jurisdiction. (b) Each of the Parties hereof hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware, in each case, located in the immediately preceding sentence, all disputes, claims or controversies State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to the this AgreementAgreement and the Ancillary Agreements, or the negotiation, validity or performance of the this AgreementAgreement and the Ancillary Agreements, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby thereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally hereto agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) the preceding sentence above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, Agreement or the transactions contemplated hereby Transaction shall be governed by by, construed and construed enforced in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) Each of the Parties Company, Parent and Merger Sub hereby irrevocably and unconditionally consent (i) consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland)of Chancery of the State of Delaware or, Business and Technology Case Management Program (if under applicable Law exclusive jurisdiction over the “Maryland Court”) matter is vested in the federal courts, any court of the United States located in the State of Delaware, for any litigation (whether sounding in contract, tort or otherwise) arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the Transaction, (ii) agrees not to commence any such litigation (including any litigation against any Financing Sources arising out of this Agreement and or the transactions contemplated hereby (and agree not Financing Commitments except to commence any litigation relating thereto the extent expressly provided for in the Financing Commitments) except in such court)courts as herein provided, waive waives any objection to the laying of venue of any such litigation in the Maryland Court such courts, and agree (iii) agrees not to plead or claim in the Maryland Court such courts that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees parties hereto agrees, in any litigation subject to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agreesSection 9.10(b), (i) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, and (ii) that that, in addition to any method of service of process authorized by applicable Law, service of process may also be made on such Party party by nationally recognized prepaid certified mail overnight courier, addressed in accordance with a proof Section 9.1 hereof (such service to be effective on the date of mailing receipt validated by the United States Postal Service constituting evidence of valid servicedelivery). Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the Transactions shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided Each of Parent, MergerCo and the Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the immediately preceding sentence, all disputes, claims or controversies State of Delaware (the "Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby Transactions (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing 61 68 receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in State of Delaware, each such party does hereby appoint The Corporation Trust Company, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this AgreementAgreement (in contract, tort or otherwise), or the negotiation, validity or performance of this Agreement, Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland Delaware, without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Merger Sub, Parent and Stockholders’ Agent hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Chancery Court for Baltimore City of the State of Delaware, provided that if (Marylandand only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or Proceeding, such legal action, suit or Proceeding shall be brought in the Federal courts of the United States located in the State of Delaware (in such order, the “Chosen Courts”), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of or relating to this Agreement and (in contract, tort or otherwise) or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereto hereby irrevocably and unconditionally agrees not to request and/or consent to the assignment of commence any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order litigation other than before one of the Maryland Court as Chosen Courts. Each Party agrees that a final, non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) agrees that service of summons and complaint or any other process that might be served in any action or Proceeding may also be made on such Party by prepaid certified mail with sending or delivering a proof copy of mailing receipt validated the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section 11.1. Nothing in this Section 11.7, however, shall affect the right of any Party to serve legal process in any other manner permitted by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of MarylandLaw.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed bylaw, and construed in accordance withincluding the statutes of limitation, the Laws of the State of Delaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without regard giving effect to its rules any conflicts-of-law or other principle requiring the application of conflict the law of lawsany other jurisdiction. Except as provided in Each of the immediately preceding sentenceCompany, all disputes, claims or controversies Buyer Entities and the Seller Representative hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby Contemplated Transactions (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties hereto agrees, (ia) to the extent such Party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s agent for acceptance of legal process, process and (iib) that service of process may 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. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party personally within the State of MarylandDelaware. Notwithstanding any of the foregoing, any and all disputes relating to the Closing Statement shall be exclusively resolved in accordance with the provisions of Section 3.4.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger All disputes, claims or controversies in connection with, arising out of, or relating to this Agreement or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware Delaware, without regard to its rules of conflict of lawsLaws. Except as provided Each of the Company, Buyer and the Seller hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the Delaware (or, if such court declines to accept jurisdiction over a particular matter or matters, in any federal district court within the immediately preceding sentenceState of Delaware) (the “Chosen Courts”) for any litigation, all disputes, claims controversy or controversies dispute arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger Notwithstanding anything herein to the contrary, each of the terms and provisions, and rights and obligations of Borrower and Guarantor under this Amendment, shall be governed by, interpreted, construed, and construed enforced pursuant to and in accordance withwith the laws of the jurisdiction in which the Mortgaged Property is located (excluding the law applicable to conflicts or choice of law) including procedural and substantive matters relating to the creation, perfection, and foreclosure of liens and security interests, and enforcement of the rights and remedies, against the Mortgaged Property, except the perfection, the Laws effect of the State perfection and non-perfection and foreclosure of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentencesecurity interests on personal property, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby which matters shall be governed by and construed in accordance with the internal Laws laws of the State jurisdiction determined by the choice of Maryland without regard to its rules of conflict of laws. (b) Each law provisions of the Parties hereby Uniform Commercial Code in effect for the jurisdiction in Waiver and [First] Amendment to Multifamily Loan and Security Agreement 22 which Borrower is organized. Borrower and Guarantor agree that any controversy arising under or in relation to this Amendment shall be, except as otherwise provided herein, litigated in the District of Columbia. The local and federal courts and authorities with jurisdiction in which the Mortgaged Property is located shall, except as otherwise provided herein, have jurisdiction over all controversies which may arise under or in relation to this Amendment, including those controversies relating to the execution, jurisdiction, breach, enforcement, or compliance with this Amendment, or any other issue arising under, relating to, or in connection with this Amendment. Borrower and Guarantor irrevocably and unconditionally consent to service, jurisdiction, and submit to the exclusive jurisdiction venue of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) such courts for any litigation arising out of from this Agreement Amendment, and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such court), waive any objection other venue to which it might be entitled by virtue of domicile, habitual residence, or otherwise. Nothing contained herein, however, shall prevent Xxxxxx Xxx or Original Lender from bringing any suit, action, or proceeding or exercising any rights against Xxxxxxxx, Guarantor and against the laying of venue of any such litigation in the Maryland Court and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought collateral in any inconvenient forumother jurisdiction. Each Initiating such suit, action, or proceeding or taking such action in any other jurisdiction shall in no event constitute a waiver of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to agreement contained herein that the assignment laws of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing jurisdiction in this Agreement which the Mortgaged Property is located shall limit or affect govern the rights and obligations of any Party to pursue appeals from any judgments or order of the Maryland Court Borrower, Original Lender and Xxxxxx Xxx as provided herein or the submission herein by Law. Each of the Parties agrees, (i) Borrower to the extent personal jurisdiction within such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may 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. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Marylandjurisdiction.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Parent and MergerCo hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Delaware Chancery Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court such court and agree agrees not to plead or claim in the Maryland Court such court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent and MergerCo does hereby appoint Corporation Services Company, 0000 Xxxxxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, XX 00000, as such agent, and the Company does hereby appoint The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland Delaware, without regard to its rules of conflict of laws. (b) . Each of the Parties hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Chancery Court for Baltimore City of the State of Delaware, provided, that if (Marylandand only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or Proceeding, such legal action, suit or Proceeding shall be brought in the Federal courts of the United States located in the State of Delaware (in such order, the “Chosen Courts”), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of or relating to this Agreement and or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees not to request and/or consent to the assignment of commence any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order litigation other than before one of the Maryland Court as Chosen Courts. Each Party agrees that a final, non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by LawXxx. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) agrees that service of summons and complaint or any other process that might be served in any action or Proceeding may also be made on such Party by prepaid certified mail with sending or delivering a proof copy of mailing receipt validated the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section 11.1. Nothing in this Section 11.7, however, shall limit the right of any Party to serve legal process in any other manner permitted by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of MarylandLaw.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Parent and MergerCo hereby irrevocably and unconditionally consent consents to and submit to the non-exclusive jurisdiction of the Circuit courts of the State of Delaware and of the United States District Court for Baltimore City (Maryland), Business and Technology Case Management Program the District of Delaware (the “Maryland CourtChosen Courts”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent and MergerCo does hereby appoint The Corporation Trust Company, Corporation Trust Center, 1200 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx xf Nex Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) Each of the Parties Company, Company LP, Parent, Parent LP and Merger Sub hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of any court of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program United States located in the State of Delaware (the “Maryland Court”"Delaware Courts") for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any an inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (i) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (ii) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent, Parent LP and Merger Sub does hereby appoint CT Corporation System, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) . Each of the Parties Selling Companies, Parent and Merger Subs hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit courts of the State of Delaware and of the United States District Court for Baltimore City (Maryland), Business and Technology Case Management Program the District of Delaware (the “Maryland CourtChosen Courts”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent and each of the Merger Subs does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other remedy to which they are entitled at law or in equity.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland Delaware, without regard to its rules of conflict of laws. (b) . Each of the Parties parties hereto hereby irrevocably and unconditionally consent consents to and submit to the exclusive jurisdiction of the Circuit state courts of the State of Delaware and of the United States District Court for Baltimore City (Maryland), Business and Technology Case Management Program the District of Delaware (the “Maryland CourtChosen Courts”) for any litigation Proceeding arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation Proceeding relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation Proceeding in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation Proceeding brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware (pursuant to clause (b) below or otherwise), to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. Notwithstanding any of the foregoing, the calculations made in the Closing Statement shall be resolved in accordance with the provisions of Section 2.6. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies (whether in contract or tort) arising out of or relating to this AgreementAgreement and the other Transaction Documents, or the negotiation, validity or performance of this AgreementAgreement and the other Transaction Documents, or the transactions contemplated hereby or thereby, shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of choice or conflict of laws. (b) law provisions. Each of the Parties Buyer, Parent and Seller hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City state courts of the State of Delaware (Maryland)or, Business and Technology Case Management Program if such court declines to accept jurisdiction over a particular matter or matters, in any federal district court within the State of Delaware) (the “Maryland CourtChosen Courts”) for any litigation litigation, controversy or dispute arising out of or relating to this Agreement and or the other Transaction Documents, or the negotiation, validity or performance of this Agreement or the other Transaction Documents, or the transactions contemplated hereby or thereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail to the addresses specified in this Agreement with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, This Agreement and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby hereby, shall be governed by and construed and enforced in accordance with the internal Laws laws of the State of Maryland Delaware without regard to its rules of conflict of laws. (b) Each of the Parties Company, Parent and Merger Sub hereby irrevocably and unconditionally consent (i) consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland)of Chancery of the State of Delaware or, Business and Technology Case Management Program (if under applicable law exclusive jurisdiction over the “Maryland Court”) matter is vested in the federal courts, any court of the United States located in the State of Delaware, for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby hereby, (and agree ii) agrees not to commence any litigation relating thereto except in such court)courts, waive (iii) waives any objection to the laying of venue of any such litigation in the Maryland Court such courts and agree (iv) agrees not to plead or claim in the Maryland Court such courts that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ix) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, and (iiy) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ix) or (iiy) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent and Merger Sub does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as expressly provided in the immediately preceding sentencefor hereunder (including as provided for under Exhibit A, all disputesSection 3.6, claims Section 8.9 or controversies Article X, which shall control as provided for therein), any Proceedings arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby Contemplated Transactions shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland Delaware (including in respect of the statute of limitations or other limitations periods applicable to any such claim, controversy or dispute), without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Buyer and Merger Sub hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit state courts of the State of Delaware and of the United States District Court for Baltimore City (Maryland), Business and Technology Case Management Program the District of Delaware (the “Maryland CourtChosen Courts”) for any litigation arising out of or relating to this Agreement and Agreement, or the transactions contemplated hereby negotiation, validity or performance of this Agreement, or the Contemplated Transactions (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail (to the address of the party and in the manner provided for the giving of notices in Section 13.1) with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws Law of the State of Delaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in Law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other Law, in each case without regard giving effect to its rules any conflicts-of-Law or other principle requiring the application of conflict the Law of laws. Except as provided any other jurisdiction. (b) Each of the Parties hereof hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware, in each case, located in the immediately preceding sentence, all disputes, claims or controversies State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby thereof (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally hereto agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may also be made on such Party by prepaid certified mail to the applicable address described in Section 8.5 with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) the preceding sentence above shall have the same legal force and effect as if served upon such Party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger All disputes, claims or ------------------------------------- controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the Transactions shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided Each of Parent, MergerCo and the Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the immediately preceding sentence, all disputes, claims or controversies State of Delaware (the "Delaware Courts") for any --------------- litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby Transactions (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in State of Delaware, each such party does hereby appoint The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding proceeding sentence, all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws laws of the State of Maryland without regard to its rules of conflict of laws. (ba) Each of the Parties Company, Parent and MergerCo hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program courts of the State of Maryland or any court of the United States located in the State of Maryland (the “Maryland CourtCourts”) for any litigation arising out of or relating to this Agreement and Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Courts and agree agrees not to plead or claim in the any Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Partyparty’s agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of Maryland. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Maryland, each of Parent and MergerCo does hereby appoint Corporation Trust Incorporated, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 as such agent, and the Company does hereby appoint Corporation Trust Incorporated, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided in the immediately preceding sentence, all All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland Delaware, without regard to its rules of conflict of laws. (b) . Each of the Parties Company, Parent, Buyer and Seller hereby irrevocably and unconditionally consent consents to and submit to the sole and exclusive jurisdiction of the Circuit Chancery Court for Baltimore City of the State of Delaware; provided, that if (Marylandand only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or Proceeding, such legal action, suit or Proceeding shall be brought in the Federal courts of the United States located in the State of Delaware (in such order, the “Chosen Courts”), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of or relating to this Agreement and or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereto hereby irrevocably and unconditionally agrees not to request and/or consent to the assignment of commence any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order litigation other than before one of the Maryland Court as Chosen Courts. Each Party agrees that a final, non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) agrees that service of summons and complaint or any other process that might be served in any action or Proceeding hereunder may also be made on such Party by prepaid certified mail with sending or delivering a proof copy of mailing receipt validated the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.7, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto (i) agrees that it will not bring or support any dispute, claim, cross-claim or third-party claim or controversy of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources relating to this Agreement or the Debt Financing, in any forum other than the United States Postal Service constituting evidence Federal and New York State courts located in New York County, State of valid service. Service made pursuant to (i) or New York and (ii) above shall have the same legal force and effect as if served upon agrees that all claims or causes of action brought by such Party personally within (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources relating to this Agreement or the Debt Financing shall be exclusively governed by, and construed in accordance with, the laws of the State of MarylandNew York.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the Transactions shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided Each of Parent, Merger Co. and the Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the immediately preceding sentence, all disputes, claims or controversies State of Delaware (the "DELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby Transactions (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Delaware Courts and agree agrees not to plead or claim in the Maryland any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Party’s party's agent for acceptance of legal process, and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in State of Delaware, each such party does hereby appoint The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, execution, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware without regard to its rules of conflict of laws. Except as provided Each party hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Delaware Court of Chancery or in the immediately preceding sentenceevent (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction, all disputes, claims or controversies the United States District Court for the District of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties parties hereto agrees, (ia) to the extent such Party party is not otherwise subject to service of process in the State of MarylandDelaware, to appoint and maintain an agent in the State of Maryland Delaware as such Partyparty’s agent for acceptance of legal process, process and (iib) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (ia) or (iib) above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.

Choice of Law; Consent to Jurisdiction. (a) The Partnership Merger shall be governed by, and construed in accordance with, the Laws law of the State of Delaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without regard giving effect to its rules any conflicts-of-law or other principle requiring the application of conflict the law of laws. Except as provided any other jurisdiction. (b) Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware, in each case, located in the immediately preceding sentence, all disputes, claims or controversies State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to the this AgreementAgreement and the Ancillary Agreements, or the negotiation, validity or performance of the this AgreementAgreement and the Ancillary Agreements, or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Maryland without regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby thereby (and agree agrees not to commence any litigation relating thereto except in such courtcourts), waive waives any objection to the laying of venue of any such litigation in the Maryland Court Chosen Courts and agree agrees not to plead or claim in the Maryland any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereby irrevocably and unconditionally hereto agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (i) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (ii) that service of process may also be made on such Party party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) the preceding sentence above shall have the same legal force and effect as if served upon such Party party personally within the State of MarylandDelaware.