Common use of Consent to Jurisdiction and Service of Process Clause in Contracts

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 17, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 9.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.19.2. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Each Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Borrower at its address provided in subsection 10.8, such service being hereby acknowledged by such Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against any Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 17, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the Transaction Documents by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party Party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties Parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party Party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE(a) Each party hereto hereby irrevocably and unconditionally submits, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any for itself and all process may be served its property in any actionlegal action or proceeding relating to this Aircraft Security Agreement and the other Loan Documents to which it is a party, suit to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York and appellate courts from either of them on and after the Plan Effective Date, and, prior to the Plan Effective Date, of the United States Bankruptcy Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Aircraft Security Agreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in connection with respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Aircraft Security Agreement in any court referred to in Section 8.14(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by complying with law, the provisions defense of Section 9.1. Such an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process manner provided for notices in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceSection 8.05. Nothing herein shall in this Aircraft Security Agreement will affect the right of any party to service this Aircraft Security Agreement to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtslaw.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH SUCH PARTY HEREBY IRREVOCABLY SUBMITS TO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREINRIGHT OF APPEAL BY A HIGHER COURT); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and The Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to the Company at its address provided in subsection 9.8, such service being hereby acknowledged by the Company to be sufficient for personal jurisdiction in any actionaction against the Company in any such court and to be otherwise effective and binding service in every respect. The Company hereby appoints CT Corporation System, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx its agent for service of process and agrees that service of process upon such agent shall have be deemed to be service of process upon the same effect as if Company with respect to any proceeding related to the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceLoan Documents. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender or the Agent to commence legal bring proceedings or otherwise proceed against the other Company in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Each Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Pledgor at its address provided on the signature page hereof, such service being hereby acknowledged by such Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgors in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 10.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT Each party hereto hereby (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in i) agrees than any action, suit directly or proceeding indirectly, arising out of, under or relating to this Agreement shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (i) of this Section 7.4, (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any claim or action directly or indirectly arising out of, under or in connection with this Agreement by complying with the provisions of Section 9.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsAgreement.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OBLIGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in subsection 10.8, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH RIGHT TO APPEAL TO A COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSENEW YORK). Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 9.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. a) Any and all process legal action or proceeding with respect to this Agreement may be served brought in any actionthe courts of the State of New York or of the United States for the Southern District of New York, suit or proceeding arising and, by execution and delivery of this Agreement, Pledgor hereby irrevocably accepts for itself and in connection with this Agreement by complying with respect of its property, generally and unconditionally, the provisions non-exclusive jurisdiction of Section 9.1the aforesaid courts. Such Pledgor further irrevocably consents to the service of process shall have out of any of the same effect aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Pledgor at its address for notices pursuant to the Credit Agreement, such service to become effective 30 days after such mailing. Pledgor hereby irrevocably appoints CT Corporation System having an address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other persons as if the party being served were a resident may hereafter be selected by Borrower irrevocably agreeing in the State writing to serve as its agent for service of Maryland and had been lawfully served with such process in respect of any such jurisdiction. The parties hereby waive all claims of error by reason of such serviceaction or proceeding. Nothing herein shall affect the right of any party Collateral Agent to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other Pledgor in any other jurisdiction jurisdiction. (b) Pledgor hereby irrevocably waives any objection which it may now or hereafter have to enforce judgments or rulings the laying of venue of any of the aforementioned courtsaforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 17, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. a) Any and all process ---------------------------------------------- legal action or proceeding with respect to this Agreement may be served brought in any actionthe courts of the State of New York or of the United States for the Southern District of New York, suit or proceeding arising and, by execution and delivery of this Agreement, Pledgor hereby irrevocably accepts for itself and in connection with this Agreement by complying with respect of its property, generally and unconditionally, the provisions non-exclusive jurisdiction of Section 9.1the aforesaid courts. Such Pledgor further irrevocably consents to the service of process shall have out of any of the same effect aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Pledgor at its address for notices pursuant to the Credit Agreement, such service to become effective 30 days after such mailing. Pledgor hereby irrevocably appoints CT Corporation System having an address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other persons as if the party being served were a resident may hereafter be selected by Borrower irrevocably agreeing in the State writing to serve as its agent for service of Maryland and had been lawfully served with such process in respect of any such jurisdiction. The parties hereby waive all claims of error by reason of such serviceaction or proceeding. Nothing herein shall affect the right of any party Collateral Agent to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other Pledgor in any other jurisdiction jurisdiction. (b) Pledgor hereby irrevocably waives any objection which it may now or hereafter have to enforce judgments or rulings the laying of venue of any of the aforementioned courtsaforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST ASSIGNOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT ASSIGNOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Assignor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Assignor at its address provided in Section 22, such service being hereby acknowledged by Assignor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Assignor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Assignee to commence legal bring proceedings or otherwise proceed against Assignor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH RIGHT TO APPEAL TO A COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSENEW YORK). Any and The Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to the Borrower at its address provided in subsection 9.8, such service being hereby acknowledged by the Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against the Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against the other Borrower in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE EXCLUSIVE JURISDICTION COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF MARYLAND OR ANY COURT CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE STATE AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 15, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Agent to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the Transaction Documents by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 8.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.18.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST HOLDINGS OR COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO OF HOLDINGS AND COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any Each of Holdings and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Holdings or Company, as the case may be, at its address provided in subsection 11.8, such service being hereby acknowledged by Holdings and Company, as the case may be, to be sufficient for personal jurisdiction in any actionaction against Holdings or Company, suit or proceeding arising as the case may be, in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings against Holdings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMOREEach party hereto hereby irrevocably and unconditionally submits, MARYLAND IN RESPECT OF ANY ACTIONfor itself and its property, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYto the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, AND AGREES THAT ANY SUCH ACTIONand any appellate court from any thereof, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit action or proceeding arising out of or relating to this Mortgage, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in connection with respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Mortgage in any court referred to in this Section 5.13. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Mortgage and Security Agreement by complying with the provisions of Section 9.1. Such Each party to this Mortgage irrevocably consents to service of process shall have the same effect as if the party being served were a resident in the State manner provided for notices in Section 10.01 of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such servicethe Credit Agreement. Nothing herein shall in this Mortgage will affect the right of any party to service this Mortgage to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.law. Mortgage and Security Agreement

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST Borrower ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE COMMONWEALTH OF VIRGINIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT Borrower ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in Section 9.4, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 5.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.15.6. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT ANY FEDERAL COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF LOCATED IN THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND DELAWARE OR ANY DELAWARE STATE COURT IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 8.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.18.2. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland Delaware and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST HOLDINGS OR COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO OF HOLDINGS AND COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any Each of Holdings and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Holdings or Company, as the case may be, at its address provided in subsection 11.8, such service being hereby acknowledged by Holdings or Company, as the case may be, to be sufficient for personal jurisdiction in any actionaction against Holdings or Company, suit or proceeding arising as the case may be, in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings against Holdings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH ANY AND ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HEREBY IRREVOCABLY SUBMITS HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE JURISDICTION STATE OF CALIFORNIA SITTING IN LOS ANGELES OR OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF MARYLAND OR ANY COURT CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE STATE AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED AGREEMENT. EACH PARTY HEREBY AND THEREBY, AND AGREES FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH ACTIONCOURTS LACK PERSONAL JURISDICTION OVER SUCH PARTY AND AGREES NOT TO PLEAD OR CLAIM, SUIT OR IN ANY LEGAL ACTION PROCEEDING SHALL BE WITH RESPECT TO THIS AGREEMENT BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVEROF THE AFOREMENTIONED COURTS, THAT SUCH CONSENT TO COURTS LACK PERSONAL JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR OVER SUCH PURPOSEPARTY. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such EACH PARTY hereby agrees that service of process shall have the same effect as if the party in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to EACH PARTY at its address provided in Section 17, such service being served were a resident hereby acknowledged by EACH PARTY to be sufficient for personal jurisdiction in the State of Maryland any action against SUCH PARTY in any such court and had been lawfully served with such process to be otherwise effective and binding service in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtslaw.

Consent to Jurisdiction and Service of Process. EACH ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTORS OR ANY OF THEM ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT TO WHICH ANY GUARANTOR IS A PARTY HEREBY IRREVOCABLY SUBMITS TO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE EXCLUSIVE STATE OF TEXAS AND BY EXECUTION AND DELIVERY OF THIS GUARANTY GUARANTORS ACCEPT FOR THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND EACH WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS GUARANTY AND/OR ANY OTHER OBJECTION LOAN DOCUMENT TO VENUE THEREIN); PROVIDED, HOWEVER, THAT WHICH SUCH CONSENT TO JURISDICTION GUARANTOR IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEPARTY. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such Guarantors hereby agree that service of process shall have the same effect as if the party being served were a resident sufficient for personal jurisdiction in any action against any Guarantor in the State of Maryland Texas may be made by registered or certified mail, return receipt requested, to each Guarantor in accordance with subsection 5.2, and had been lawfully served with Guarantors hereby acknowledge that such process service shall be effective and binding in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Agent or any Lender to commence legal bring proceedings or otherwise proceed against any Guarantor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS OPERATING AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 8.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the Operating Agreement by complying with the provisions of Section 9.18.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER OR ANY OTHER LOAN PARTY HEREBY IRREVOCABLY SUBMITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE JURISDICTION STATE OF NEW YORK, AND SHALL, IF LENDER SO ELECTS, BE BROUGHT AND ENFORCED IN THE SUPREME COURT OF THE STATE OF NEW YORK FOR NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND OR ANY COURT NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER IRREVOCABLY CONSENTS TO AND ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE STATE AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in subsection 9.7, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY, SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND COURT, BE BROUGHT IN ANY STATE OR ANY FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF MARYLAND LOCATED NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH BORROWER ACCEPTS FOR ITSELF AND IN BALTIMORECONNECTION WITH ITS PROPERTIES, MARYLAND IN RESPECT GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY ACTION, SUIT OR PROCEEDING ARISING DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Each Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made to its counsel pursuant to the Bankruptcy Rules or the rules of the Court or by registered or certified mail, return receipt requested, to such Borrower at its address provided in subsection 9.7, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such service of process shall have the same effect as if the party being served were a resident any such Court and to be otherwise effective and binding in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Lender to commence legal bring proceedings or otherwise proceed against any Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT ANY FEDERAL COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF LOCATED IN THE STATE OF MARYLAND DELAWARE OR ANY STATE COURT LOCATED IN BALTIMORE, MARYLAND THE STATE OF DELAWARE IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 8.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.18.2. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland Delaware and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party Party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties Parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party Party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Each Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Borrower at its address provided in subsection 13.8, such service being hereby acknowledged by such Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against any Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST EACH PARTY HEREBY IRREVOCABLY SUBMITS PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE EXCLUSIVE JURISDICTION COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF MARYLAND OR ANY COURT CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING THIS AGREEMENT EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH THIS AGREEMENT ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE OFFER DOCUMENTS AND NONEXCLUSIVE JURISDICTION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AFORESAID COURTS AND WAIVES ANY OBJECTION BASED ON DEFENSE OF FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED IRREVOCABLY AGREES TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR BOUND BY ANY JUDGMENT RENDERED THEREBY IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEI-5-11 CONNECTION WITH THIS AGREEMENT. Any and Each Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to each Pledgor at its address provided in Section 15, such service being hereby acknowledged by each Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against each Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Agent to commence legal bring proceedings or otherwise proceed against each Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST MAB ARISING OUT OF OR RELATING TO THE EXCLUSIVE JURISDICTION SECTIONS 16 AND 21 OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR ANY FEDERAL COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO COMPETENT JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT MAB ACCEPTS FOR SUCH PURPOSEITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SECTIONS 16 AND 21 OF THIS AGREEMENT. Any and MAB hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to MAB at its address provided in Section 31, such service being hereby acknowledged by MAB to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against MAB in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of St. Xxxx to commence legal bring proceedings or otherwise proceed against MAB in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address as provided in Section 20, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any actionaction against Pledgor in any such court and to be otherwise effective and binding service in every respect. Pledgor further designates and appoints CT Corporation System, suit or proceeding arising and such other Persons as may hereafter be selected by Pledgor irrevocably agreeing in connection with this Agreement by complying with the provisions of Section 9.1. Such writing to so serve, as its agent to receive on its behalf service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such all process in any such jurisdiction. The parties proceedings in any such court, such service being hereby waive all claims of error acknowledged by reason of such servicePledgor to be effective and binding service in every respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Collateral Agent to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT ANY FEDERAL COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF LOCATED IN THE STATE OF MARYLAND DELAWARE OR ANY STATE COURT LOCATED IN BALTIMORE, MARYLAND THE STATE OF DELAWARE IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 9.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.19.2. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland Delaware and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TERM LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE, COUNTY AND CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER TERM LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 10.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS 221 PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 17, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH RIGHT TO APPEAL TO A COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSENEW YORK). Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in subsection 9.8, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST XXXX UK, XXXX FRANCE AND/OR XXXX JAPAN ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Each Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, 144 return receipt requested, to such Borrower at its address provided in subsection 10.8, such service being hereby acknowledged by such Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against any Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGEMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEPLEDGE AGREEMENT. Any and The Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to the Pledgor at its address provided in Section 7.2 of the Reimbursement Agreement, such service being hereby acknowledged by the Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against the Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of the Pledgee to commence legal bring proceedings or otherwise proceed against the other Pledgor in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY OR CANADIAN BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER PRIORITY SECURED LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER PRIORITY SECURED LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Each Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Borrower at its address provided in subsection 10.8, such service being hereby acknowledged by such Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against any Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courts.jurisdiction. 144

Consent to Jurisdiction and Service of Process. ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST EACH PARTY HEREBY IRREVOCABLY SUBMITS PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE EXCLUSIVE JURISDICTION COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF MARYLAND OR ANY COURT CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE STATE AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Each Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to each Pledgor at its address provided in Section 15, such service being hereby acknowledged by each Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against each Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Agent to commence legal bring proceedings or otherwise proceed against each Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Each Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Borrower at its address provided in subsection 13.8, such service being hereby acknowledged by such Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein 128 134 shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against any Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in SECTION 9.7, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in Section 9.7, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 11(h) AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.111(a). Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMOREThe parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in Delaware, MARYLAND IN RESPECT OF ANY ACTIONand appropriate appellate courts therefrom, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYover any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and each party hereby irrevocably agrees that all process claims in respect of such dispute or proceeding may be served heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, suit or proceeding arising of the nature specified in connection with this Agreement the paragraph above by complying with the mailing of a copy thereof in the manner specified by the provisions of Section 9.18.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN 126 134 DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, COUNTY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrowers hereby agree that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrowers at their address provided in Section 10.8, such service being hereby acknowledged by Borrowers to be sufficient, to the full extent permitted by applicable law, for personal jurisdiction in any action, suit or proceeding arising action against Borrowers in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrowers in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST THE INTERMEDIATE PARENT ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE INTERMEDIATE PARENT ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and The Intermediate Parent hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to the Intermediate Parent at its address provided in Section 18, such service being hereby acknowledged by the Intermediate Parent to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against the Intermediate Parent in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtslaw.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT CHANCERY OF THE STATE OF MARYLAND LOCATED DELAWARE (AND IF JURISDICTION IN BALTIMORETHE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, MARYLAND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE), AND ANY APPELATE COURT FROM ANY THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREIN, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 9.05 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN OF THE STATE OF MARYLAND DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.19.07. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland Delaware and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 16, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT COUNTY OF MARYLAND OR ANY COURT NEW YORK OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND NEW YORK OR THE COUNTY OF WILMINGTON OF THE STATE OF DELAWARE IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR PURPOSES OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT RELATED HERETO, OR ANY TRANSACTION RELATED HERETO (INCLUDING THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS MERGERS) OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSETHERETO. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (iii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by applicable law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party being served were a resident in of the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR -106- 114 FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH RIGHT TO APPEAL TO A COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSENEW YORK). Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 9.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY TRANSACTION PARTY HEREBY IRREVOCABLY SUBMITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER TRANSACTION DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and The Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Person at its address provided on the signature pages hereto, such service being hereby acknowledged by such Person to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Person in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Holder to commence legal bring proceedings or otherwise proceed against the other Company in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE(a) Except as otherwise expressly provided in this Agreement and subject to Section 11.10(b) or (c) below, MARYLAND IN RESPECT OF ANY ACTION(i) any Action seeking to enforce any provision of, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYor based on any matter arising out of or in connection with, AND AGREES THAT ANY SUCH ACTIONthis Agreement or the transactions contemplated hereby and any Action for recognition and enforcement of any judgment in respect thereof shall be brought, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT tried and determined in the Delaware Court of Chancery or, if jurisdiction is unavailable in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or, if jurisdiction is unavailable in the courts of the United States located in the State of Delaware, the Delaware Superior Court, and (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDii) each the parties hereto hereby (A) irrevocably and unconditionally consents and submits itself and its property to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action, HOWEVER(B) irrevocably and unconditionally waives, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and all process may be served agrees not to assert, to the fullest extent permitted by Law, any defense in any action, suit or proceeding arising for the interpretation or enforcement of this Agreement and the other agreements or documents executed and delivered in connection with herewith or any dispute or controversy related to the transactions contemplated hereby, that they are not subject thereto or that such Action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by complying with such courts or that their property is exempt or immune from execution, that the provisions Action is brought in an inconvenient forum, or that the venue of Section 9.1the Action is improper and (C) agrees that it shall not bring any Action based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Such service Service of process shall have with respect thereto may be made upon any party by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its address as provided in Section 11.5. (b) If, and only if, the same effect as if Delaware Court of Chancery, the party being served were a resident courts of the United States located in the State of Maryland Delaware or the Delaware Superior Court would not have jurisdiction over all or any portion of an Action based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby (all or such portion of any such Action so declined by the Delaware Court of Chancery, the courts of the United States located in the State of Delaware and had been lawfully served the Delaware Superior Court, an “Arbitration Action”), the parties hereto agree that the Arbitration Action will be finally settled by binding arbitration in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association by a panel of 3 arbitrators mutually agreeable to the parties. If the parties cannot mutually agree upon the selection, the arbitrators shall be selected in accordance with the rules of the then effective Commercial Arbitration Rules of the American Arbitration Association. To the extent not governed by such process rules, such arbitrators shall be directed by the parties hereto to set a schedule for determination of such dispute, claim or controversy that is reasonable under the circumstances. Such arbitrators shall be directed by the parties to determine the dispute in such accordance with this Agreement and the substantive rules of law (but not the rules of procedure or evidence) that would be applied by a federal court required to apply the internal law (and not the law of conflicts) of the State of Delaware. The arbitration will be conducted in the English language in New York City, New York. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. The For the avoidance of doubt, nothing in this Section 11.10(b) shall prevent any party from seeking interim injunctive relief in the Delaware Court of Chancery, the courts of the United States located in the State of Delaware or the Delaware Superior Court to prevent irreparable injury pending appointment of the arbitrators pursuant to this Section 11.10(b). (c) Notwithstanding anything to the contrary herein, each of the parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right to this Agreement agrees that it will not bring or support any Person in any Action of any party to service process kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources in any other manner permitted way relating to this Agreement or any of the transactions contemplated by law this Agreement, including, but not limited to, any dispute arising out of or to commence legal proceedings or otherwise proceed against the other relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other jurisdiction to enforce judgments or rulings than the federal and New York state courts located in the Borough of Manhattan within the aforementioned courtsCity of New York.

Consent to Jurisdiction and Service of Process. EACH ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY HEREBY IRREVOCABLY SUBMITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER BASIC DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER BASIC DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any SGC and Company hereby agree that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to SGC or Company, as applicable, at its address provided in subsection 9.6, such service being hereby acknowledged by SGC and Company to be sufficient for personal jurisdiction in any actionaction against SGC or Company, suit or proceeding arising as applicable, in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Holder to commence legal bring proceedings against SGC or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 8.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.18.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service of process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT COUNTY OF MARYLAND OR ANY COURT NEW YORK OF THE STATE OF MARYLAND LOCATED NEW YORK (OR IN BALTIMOREANY COURT IN WHICH APPEAL FROM SUCH COURTS MAY BE TAKEN), MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 9.12 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such service of process shall have the same effect as if the party being served were a resident in of the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MARYLAND WASHINGTON OR ANY COURT OF THE STATE OF MARYLAND WASHINGTON LOCATED IN BALTIMORE, MARYLAND KING COUNTY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND WASHINGTON OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the Transaction Documents by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland Washington and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in Section 9.6, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 9.7, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF WASHINGTON, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 18, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING FINAL AND NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 10.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH RIGHT TO APPEAL TO A COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSENEW YORK). Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in subsection 9.8, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall 83 -77- limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE(a) Each party hereto hereby irrevocably and unconditionally submits, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any for itself and all process may be served its property in any actionlegal action or proceeding relating to this SGR Security Agreement and the other Loan Documents to which it is a party, suit to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York and appellate courts from either of them on and after the Plan Effective Date, and, prior to the Plan Effective Date, of the Bankruptcy Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this SGR Security Agreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in connection with respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this SGR Security Agreement in any court referred to in Section 21(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by complying with law, the provisions defense of Section 9.1. Such an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process manner provided for notices in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceSection 18. Nothing herein shall in this SGR Security Agreement will affect the right of any party to service this SGR Security Agreement to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtslaw.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT COUNTY OF MARYLAND OR ANY COURT NEW YORK OF THE STATE OF MARYLAND LOCATED NEW YORK (OR IN BALTIMOREANY COURT IN WHICH APPEAL FROM SUCH COURTS MAY BE TAKEN), MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.12 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party being served were a resident in of the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ACTION ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYHEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING ACTION SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding Action arising in connection with this Agreement by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party Party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties Parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party Party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY EACH PARTY HEREBY IRREVOCABLY SUBMITS TO GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING FINAL AND NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEGUARANTY. Any and Each Guarantor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Guarantor at its address provided in subsection 5.2, such service being hereby acknowledged by such Guarantor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Guarantor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Collateral Agent or (subject to commence legal proceedings or otherwise proceed against the other in terms of the Intercreditor Agreement) any other jurisdiction Guarantied Party to enforce judgments or rulings bring proceedings against any Guarantor in the courts of the aforementioned courtsany other jurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT COUNTY OF MARYLAND OR ANY COURT NEW YORK OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 10.12 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.110.1. Such service of process shall have the same effect as if the party being served were a resident in of the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT ANY FEDERAL COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF LOCATED IN THE STATE OF MARYLAND DELAWARE OR ANY STATE COURT LOCATED IN BALTIMORE, MARYLAND THE STATE OF DELAWARE IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 9.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.19.2. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland Delaware and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address as provided in Section 21, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any actionaction against Pledgor in any such court and to be otherwise effective and binding service in every respect. Pledgor further designates and appoints CT Corporation System, suit or proceeding arising and such other Persons as may hereafter be selected by Pledgor irrevocably agreeing in connection with this Agreement by complying with the provisions of Section 9.1. Such writing to so serve, as its agent to receive on its behalf service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such all process in any such jurisdiction. The parties proceedings in any such court, such service being hereby waive all claims of error acknowledged by reason of such servicePledgor to be effective and binding service in every respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Collateral Agent to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO LENDER ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any Company and Lenders hereby agree that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to each party at its address provided in SUBSECTION 8.7, such service being hereby acknowledged to be sufficient for personal jurisdiction in any action, suit or proceeding arising action in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right to commence legal bring proceedings or otherwise proceed against in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MARYLAND NEW YORK OR ANY COURT OF THE STATE OF MARYLAND NEW YORK LOCATED IN BALTIMORE, MARYLAND THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 9.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the other Transaction Documents by complying with the provisions of Section 9.1. Such service of process shall have the same effect as if the party being served were a resident in the State of Maryland New York and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST HOLDINGS OR ANY OF ITS SUBSIDIARIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT HOLDINGS AND COMPANY EACH PARTY HEREBY IRREVOCABLY SUBMITS TO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH RIGHT TO APPEAL TO A COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSENEW YORK). Any Holdings and Company each hereby agree that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Holdings or Company, as the case may be, at its address provided in subsection 9.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE, COUNTY AND CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 10.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY HEREBY IRREVOCABLY SUBMITS TO PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Each Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to such Pledgor at its address provided in Section 19, such service being hereby acknowledged by such Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against such Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Secured Party to commence legal bring proceedings or otherwise proceed against any Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY HEREBY IRREVOCABLY SUBMITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return 118 126 receipt requested, to Company at its address provided in subsection 10.8, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF HAWAII, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address described in subsection 9.8, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Borrower hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Borrower at its address provided in SECTION 9.7, such service being hereby acknowledged by Borrower to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Borrower in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Borrower in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courts.jurisdiction. AMENDED AND RESTATED CREDIT AGREEMENT 70

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL ---------------------------------------------- JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 17, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEAGREEMENT. Any and Pledgor hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Pledgor at its address provided on the signature page hereof, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Pledgor in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Secured Party to commence legal bring proceedings or otherwise proceed against Pledgor in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO (A) Borrower irrevocably: (i) AGREES THAT ANY SUIT, ACTION, OR OTHER LEGAL PROCEEDINGS ARISING OUT OF THIS AGREEMENT AND/OR THE EXCLUSIVE JURISDICTION NOTE MAY BE BROUGHT IN THE COURTS OF RECORD OF THE STATE OF RHODE ISLAND OR THE COURTS OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND OR ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT SAID STATE; (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION ii) CONSENTS TO THE JURISDICTION OF SAID EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; AND (iii) WAIVES ANY OBJECTION WHICH IT MAY HAVE TO THE LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING IN ANY OF SUCH COURTS OR AND WAIVES ANY RIGHT TO A TRIAL BY JURY IN THE STATE ANY OF MARYLAND OTHER THAN FOR SUCH PURPOSECOURTS. Any For such time as any of the Indebtedness of Borrower and/or the Subsidiary to the Bank shall be unpaid in whole or in part, Borrower irrevocably designate its registered agent for service of process in Rhode Island and, in the absence thereof, the Secretary of State of Rhode Island and all agrees and consents that any such service of process may upon such agent and written notice of such service to the Borrower by registered or certified mail shall be served in taken and held to be valid personal service upon Borrower whether Borrower shall then be doing business within the State of Rhode Island, and that any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such such service of process shall have be of the same effect force and validity as if service were made upon it according to the party being served were a resident laws governing the validity and requirements of such service in the State each such state and waives any claim of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims lack of personal service or other error by reason of any such service. Nothing herein shall affect Any notice, process, pleadings or other papers served upon the right of any party aforesaid designated agents shall, within three (3) Business Days thereafter, be sent by certified or registered mail to service process the applicable address set forth in any other manner permitted by law or this Agreement and to commence legal proceedings or otherwise proceed against the other such party's counsel at its address set forth in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsSection 8.7.

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ANY AND ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER OR LENDER ARISING OUT OF OR RELATING TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE JURISDICTION STATE OF CALIFORNIA SITTING IN LOS ANGELES OR OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF MARYLAND OR ANY COURT CALIFORNIA, AND EACH OF BORROWER AND LENDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE STATE AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT NOTE. EACH OF BORROWER AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED LENDER HEREBY AND THEREBY, AND AGREES FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH ACTIONCOURTS LACK PERSONAL JURISDICTION OVER SUCH PERSON AND AGREES NOT TO PLEAD OR CLAIM, SUIT OR IN ANY LEGAL ACTION PROCEEDING SHALL BE WITH RESPECT TO THIS NOTE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVEROF THE AFOREMENTIONED COURTS, THAT SUCH CONSENT TO COURTS LACK PERSONAL JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 OVER SUCH PERSON. EACH OF BORROWER AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and LENDER hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to each such person at its address provided in Section 21, such service being hereby acknowledged by each such person to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against each such person in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Borrower or Lender to commence legal bring proceedings or otherwise proceed against the other person in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.