Common use of Governing Law; Forum Clause in Contracts

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.

Governing Law; Forum. All issues (a) This Limited Guarantee and questions concerning the constructionall claims or causes of action (whether at Law, validityin contract or in tort or otherwise) that may be based upon, interpretation and enforceability arise out of or relate to this Limited Guarantee or the negotiation, execution or performance hereof shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice conflicts of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) laws principles that would result in the application of the Laws Law of any other state. (b) To the fullest extent permitted by applicable Law, each of the parties irrevocably (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction other than of the Court of Chancery of the State of Delaware. Each party , or solely in the case that the Court of Chancery of the State of Delaware declines to this Limited Guarantee hereby irrevocably agrees that accept jurisdiction over a particular matter, any legal action state or proceeding arising federal court located in the State of Delaware, in the event any dispute arises out of or relating to this Limited Guarantee or any of the transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle Countyby this Limited Guarantee, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion, as a defense, or in the event other request for leave from any such court, and agrees not to plead or claim (but only in the eventor counterclaim) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits objection to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives or that any claim of improper venue and Proceeding in any claim that such courts are court has been brought in an inconvenient forum, and hereby (iii) agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way action relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating by this Limited Guarantee in any way court other than the Court of Chancery of the State of Delaware, or solely in the case that the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court located in the Debt Financing State of Delaware, (iv) agrees not to assert that it and 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), (v) agrees that this Limited Guarantee, and the performance thereofsubject matter hereof, may be enforced in or by such courts and (vi) consents to service of process being made through the notice procedures set forth in Section 9(b); provided, that (A) nothing herein shall affect the right of any party to serve legal process in any forum other manner permitted by Law and (B) each such party’s consent to jurisdiction and service contained in this Section 15 is solely for the purpose referred to in this Section 15 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any for such action, cause of action, claim, cross-claim or third-party claimpurpose.

Governing Law; Forum. All issues (a) This Agreement, and questions concerning the constructionall claims or causes of action that may be based upon, validityarise out of or relate to this Agreement, interpretation and enforceability of this Limited Guarantee shall be governed by, by and construed in accordance with, with the Laws internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any choice of law or conflict of law rules provision or provisions (whether of the State of Delaware or any other jurisdiction) rule that would result in cause the application of the Laws laws of any jurisdiction other than the State of Delaware. Each party With respect to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding claim arising out of or relating to this Limited Guarantee or any transactions contemplated the Transaction, the parties hereto hereby shall expressly and irrevocably (a) agree and consent to be brought exclusively in subject to the Delaware exclusive jurisdiction of the Court of Chancery in and for New Castle Countyof the State of Delaware (or, or in if the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action declines to accept jurisdiction, any state or proceeding, federal court located in the United States District Court for the District State of Delaware), or in the event (but only in the eventb) that such United States District Court also does agree not have subject matter jurisdiction over such legal to bring any action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits related to the personal jurisdiction and venue Transaction in any other court (except to enforce the judgment of such court for the purposes thereof and expressly waives any claim of improper courts), (c) agree not to object to venue and any in such courts or to claim that such forum is inconvenient and (d) agree that notice or the service of process in any proceeding shall be properly served or delivered if delivered in the manner contemplated by Section 11.1. Final judgment by such courts are an inconvenient forumshall be conclusive and may be enforced in any manner permitted by applicable Law. (b) Notwithstanding anything to the contrary in this Section 11.4, and hereby each of the parties hereto agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that (i) it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the any Financing Sources Source in any way relating to this Limited Guarantee Agreement or any of the transactions contemplated herebyTransaction, including any dispute arising out of or relating in any way to the Debt Financing Financing, the Commitment Letter, the performance thereof or the performance thereoftransactions contemplated hereby or thereby (“Actions”), in any forum other than a the supreme court of competent jurisdiction located within the City state of New York, county of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States district court for the southern district of New York (and appellate courts thereof) and (ii) any Action shall be exclusively governed by and construed in accordance with the internal Laws of the State of New York; provided, that, for purposes of the Commitment Letter (i) the interpretation of the definition of “Material Adverse Effect” and whether there shall have occurred a state or Federal courtMaterial Adverse Effect, (ii) whether the Transaction has been consummated as contemplated by this Agreement, and that (iii) whether the provisions representations and warranties made by the Sellers and each of Section 17 relating the Companies in this Agreement are accurate and whether, as a result of any inaccuracy thereof, Buyer has the right to terminate its obligations under this Agreement, shall be determined in accordance with the waiver internal laws of jury trial shall apply the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect to any such action, choice or conflict of law provision or rule that would cause the application of action, claim, cross-claim or third-party claimthe laws of any jurisdiction other than the State of Delaware.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee This Agreement shall be governed by, by and construed in accordance with, under the Laws internal laws of the State of Delaware, without giving effect . The parties (a) hereby irrevocably and unconditionally submit to any choice of law or conflict of law rules or provisions (whether the jurisdiction of the State state courts of Delaware or any other jurisdiction) that would result in California and to the application jurisdiction of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the Central District of DelawareCalifornia for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the event (but only in state courts of California or the event) that such United States District Court also does for the Central District of California, and (c) hereby waive, and agree not have subject matter jurisdiction over to assert, by way of motion, as a defense, or otherwise, in any such legal suit, action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits claim that it is not subject personally to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim above-named courts, that such courts are its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, and hereby agrees that it will the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not bring any claim be enforced in any court other than or by such court. Notwithstanding the foregoingWAIVER OF JURY TRIAL: SOLELY TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, each party to this Limited Guarantee hereby agrees that it will not bring or support any actionEACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, cause of actionTHE OTHER TRANSACTION DOCUMENTS, claimTHE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, cross-claim or third-party claim of any kind or descriptionINCLUDING, whether in law or in equityWITHOUT LIMITATION, whether in contract or in tort or otherwiseCONTRACT CLAIMS, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated herebyTORT CLAIMS (INCLUDING NEGLIGENCE), including any dispute arising out of or relating in any way to the Debt Financing or the performance thereofBREACH OF DUTY CLAIMS, in any forum other than a court of competent jurisdiction located within the City of New YorkAND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Forum. All issues This Agreement and questions concerning the construction, validity, interpretation and enforceability all disputes or controversies arising out of or relating to this Limited Guarantee Agreement shall be governed by, and construed in accordance with, the Laws internal laws of the State of Delaware, without giving effect regard to principles of conflicts of laws. Each party agrees that it shall bring any litigation with respect to any choice claim arising out of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result related to this Agreement, exclusively in the application Delaware Court of Chancery (and if jurisdiction in the Laws Delaware Court of any jurisdiction other than Chancery shall be unavailable, the state and federal courts in the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). Each party In connection with any claim arising out of or related to this Limited Guarantee Agreement, each party hereby irrevocably agrees and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection that such party may now or hereafter have to the laying of venue of any legal action or proceeding arising out of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively Agreement in the Delaware Court of Chancery in and for New Castle CountyChosen Courts, or in the event (but only in the eventiii) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim objection that such courts the Chosen Courts are an inconvenient forumforum or as not having jurisdiction over either the Company or the Covenantor, and hereby (iv) agrees that it will not bring any claim service of process in any court such action or proceeding shall be effective if notice is given in accordance with Section 6, although nothing contained in this Agreement shall affect the right to serve process in any other than such courtmanner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way anything herein to the Debt Financing contrary, (A) nothing in this Section 7 shall prohibit any party from seeking or the performance thereof, in obtaining orders for conservatory or interim relief from any forum other than a court of competent jurisdiction located within and (B) each party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the City of New York, New York, whether a state world and waives any and all objections or Federal court, and that the provisions of Section 17 relating defenses to the waiver recognition, recording, registration or enforcement of jury trial shall apply to such judgment in any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules Law provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party In addition, each of the parties hereto irrevocably agrees that any Action with respect to this Limited Guarantee hereby irrevocably agrees that and the rights and obligations arising hereunder, or for recognition and enforcement of any legal action or proceeding arising out judgment in respect of or relating to this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or any transactions contemplated hereby its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in and for New Castle Countyof the State of Delaware, or in the event (but or, only in the event) that if such Delaware Court of Chancery does not have subject matter court declines to accept jurisdiction over such legal action or proceedinga particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the event United States District Court for the District of Delaware (but only in the such event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding), then in any Delaware State state court sitting in New Castle County, and, in each case, appellate courts therefrom. Each of the parties hereto hereby expressly irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim Action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action with respect to this Limited Guarantee, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt 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 (iii) to the fullest extent permitted by applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper (unless such Action is not brought in accordance with this Section 15) or (z) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, each party to this Limited Guarantee hereby irrevocably and unconditionally agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of litigation against any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against Lender Related Party under the Debt Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within sitting in the borough of Manhattan of the City of New York, New York, whether a state or Federal federal court, and that the provisions of Section 17 16 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim suit or third-party claimproceeding.

Governing Law; Forum. All issues This Guaranty, and questions concerning the construction, its validity, interpretation enforcement, and enforceability of this Limited Guarantee interpretation, shall for all purposes be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareFlorida and applicable United States federal law, without giving effect and is intended to be performed in accordance with, and only to the extent permitted by, such laws. All obligations of Guarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor's property to the jurisdiction of any choice of law or conflict of law rules or provisions (whether of the State of Delaware state court, or any other jurisdiction) that would result United States federal court, sitting in the application state specified in the first sentence of the Laws of this Section, over any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at its address stated in SECTION 15, or at a subsequent address of which Bank received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring any claim service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Bank to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of Bank to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues (a) This Limited Guarantee, and questions concerning the constructionall claims or causes of action (whether at law, validityin contract or in tort or otherwise) that may be based upon, interpretation and enforceability arise out of or relate to this Limited Guarantee or the negotiation, execution or performance hereof, shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Laws laws of any jurisdiction other than the State of Delaware. . (b) Each party of the parties hereto irrevocably submits to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding arising out the exclusive jurisdiction of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in (a) the Delaware Court of Chancery in and for of the State of Delaware, New Castle County, or in the event and (but only in the eventb) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for in Wilmington, Delaware (collectively, the District of Delaware“Chosen Courts”) and agrees that any Claim with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be commenced either in the event (but only in the event) that such United States District Court also does in Wilmington, Delaware or if such Claim may not have subject matter jurisdiction over be brought in such legal action or proceedingcourt for jurisdictional reasons, any Delaware in the Court of Chancery of the State court sitting in of Delaware, New Castle County. Each of the parties hereto hereby irrevocably submits with regard to any such Claim for itself and in respect of its property, hereby expressly submits generally and unconditionally, to the personal jurisdiction of the Chosen Courts and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way action relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating by this Limited Guarantee in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way to the Debt Financing of motion, as a defense, counterclaim or the performance thereofotherwise, in any forum Claim with respect to this Limited Guarantee, (A) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (B) any claim that it or its property is exempt or immune from jurisdiction of the Chosen Courts or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) to the fullest extent permitted by Applicable Law, any claim that (1) the Claim in such court is brought in an inconvenient forum, (2) the venue of such Claim is improper or (3) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by the Chosen Courts. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 11.01 of the Merger Agreement; provided, that (i) nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law and (ii) each such party’s consent to jurisdiction and service contained in this Section 15 is solely for the purpose referred to in this Section 15 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any for such action, cause of action, claim, cross-claim or third-party claimpurpose.

Governing Law; Forum. All issues This Guaranty, and questions concerning the construction, its validity, interpretation enforcement, and enforceability of this Limited Guarantee interpretation, shall for all purposes be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareTexas and applicable United States federal law, without giving effect and is intended to be performed in accordance with, and only to the extent permitted by, such laws. All obligations of Guarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor's property to the jurisdiction of any choice of law or conflict of law rules or provisions (whether of the State of Delaware state court, or any other jurisdiction) that would result United States federal court, sitting in the application state specified in the first sentence of this Section and to the Laws jurisdiction of any jurisdiction other than state or United States federal court sitting in the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that state in which any legal land covered by a Mortgage is located, over any suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at its address stated in Section 16, or at a subsequent address of which Administrative Agent received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of any claim Lender to serve process in any court other than such court. Notwithstanding manner permitted by law or limit the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim right of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, Lender to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction. 8.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State District of Delaware, Columbia without giving effect regard to any choice its conflicts of law or conflict of law rules or provisions (whether provisions. Each of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby parties irrevocably agrees and unconditionally consents that any legal arbitration, suit, action or proceeding relating to or arising out of or relating to this Limited Guarantee or any transactions contemplated hereby Agreement shall be exclusively brought exclusively in a state or federal court sitting in the Delaware Court District of Chancery in Columbia metropolitan area, and for New Castle Countyeach party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may have, whether now or in the event (but only in future, to the event) that laying of the venue in, or to the jurisdiction of, any and each of such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court courts for the District purpose of Delawareany such suit, action, proceeding or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction judgment and venue of such court for the purposes thereof and expressly further waives any claim of improper venue and that any claim that such courts are suit, action, proceeding or judgment has been brought in an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party hereby submits to such jurisdiction. XXXXX AND MANAGEMENT COMPANY EXPRESSLY HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO, DIRECTLY OR INDIRECTLY, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against Agreement to be executed and delivered by their duly authorized representatives on the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.date first set forth above. By:/s/ Xxxxxx X. Xxxxxxx By:/s/ JCB Jr. Title:CFO Title:General Partner

Governing Law; Forum. All issues and questions concerning the construction, The validity, enforcement and interpretation and enforceability of this Limited Guarantee hereof shall for all purposes be governed by, by and construed in accordance with, with the Laws laws of the State and applicable United States federal law, and is intended to be performed in accordance with, and only to the extent permitted by, such laws. All obligations of DelawareGuarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor’s property to the jurisdiction of any state court, without giving effect or any United States federal court, sitting in the state specified in the first sentence of this Section and to the jurisdiction of any choice of law state or conflict of law rules or provisions (whether United States federal court sitting in the state in which any of the State of Delaware or Property is located, over any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under Applicable Law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address set forth for Guarantor in the Loan Agreement, or at a subsequent address of which Lender received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring any claim service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of Lender to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without giving effect to any choice conflicts of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) laws principles that would result in the application of the Laws law of any jurisdiction other than the State of Delawarestate. Each party to this Limited Guarantee of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, or, if no such state court has proper jurisdiction, the Federal court of the United States of America, sitting in Delaware, and any legal appellate court from any thereof, in any action or proceeding arising out of or relating to this Limited Guarantee Agreement or any the agreements delivered in connection herewith or the transactions contemplated hereby shall or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be brought exclusively heard and determined in the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not court or, if no such state court has proper jurisdiction, then in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have subject matter jurisdiction over to the laying of venue of any such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim proceeding in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause Delaware Court of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state Chancery or Federal court, and (iv) 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 Delaware Court of Chancery or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the provisions judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17 4.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the waiver of jury trial shall apply to transactions contemplated hereby in any such action, cause of action, claim, cross-claim jurisdiction or third-party claimcourts other than as provided herein.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee The Merger shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed in that State without giving effect regard to any choice its rules of law or conflict of law laws. Except as provided in the immediately preceding sentence, all disputes, claims, or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by the internal laws and construed in accordance with the laws of the State of Delaware without regard to its rules or provisions of conflict of laws (whether of the State of Delaware or any other jurisdiction) that would result in the application ). Each of the Laws Company and Parent hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of any jurisdiction other than the Court of Chancery of the State of Delaware. Each party Delaware or any state appellate court therefrom located in the State of Delaware (the “Delaware Courts”) (or if the Court of Chancery of the State of Delaware declines to this Limited Guarantee hereby irrevocably agrees that accept jurisdiction over a particular matter, any legal action or proceeding federal court sitting in the State of Delaware and any federal appellate court therefrom) for any litigation arising out of or relating to this Limited Guarantee Agreement, or any the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be brought exclusively (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum notwithstanding that one or more of Chancery in and for New Castle County, the parties may not be a resident of or domiciled in the event State of Delaware when the litigation is commenced and/or cannot be served process within the State of Delaware. Each of the parties hereto agrees, (but only a) to the extent such party is not otherwise subject to service of process in the eventState of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such Delaware Court party by prepaid certified mail with a proof of Chancery does not have subject matter jurisdiction over such legal action or proceeding, mailing receipt validated by the United States District Court for Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the District same legal force and effect as if served upon such party personally within the State of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.

Governing Law; Forum. All issues and questions concerning the construction, The validity, enforcement and interpretation and enforceability of this Limited Guarantee hereof shall for all purposes be governed by, by and construed in accordance with the laws of the state of New York and applicable United States federal law, and is intended to be performed in accordance with, and only to the Laws extent permitted by, such laws. All obligations of Guarantor hereunder are payable and performable at the place or places where the Guaranteed Recourse Obligations of Borrower are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor’s property to the jurisdiction of any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section and to the jurisdiction of any state or United States federal court sitting in the state in which any of the State of DelawareProperties are located, without giving effect to over any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Recourse Obligations of Borrower. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under Applicable Law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address set forth for Guarantor in the Loan Agreement, or at a subsequent address of which Lender received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring any claim service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of Lender to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. (a) All issues and questions concerning disputes, claims or controversies arising out of or relating to this Agreement, or the constructionnegotiation, validity, interpretation and enforceability validity or performance of this Limited Guarantee Agreement, or the Transactions shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, Delaware without giving effect to any choice of law or conflict of law rules Law provision or provisions (whether of the State of Delaware or any other jurisdiction) rule that would result in cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding . (b) All Actions arising out of or relating to this Limited Guarantee Agreement shall be heard and determined in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The parties hereby (i) submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for the purpose of any Action arising out of or relating to this Agreement brought by any transactions contemplated hereby party and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action is brought in an inconvenient forum, that the venue of such Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 9.02 or such other manner as may be permitted by Law shall be valid and sufficient service of process. (c) Notwithstanding anything herein to the contrary, the Company agrees (i) that any Action involving a Parent or Merger Sub financing source in connection with the Transactions, including Actions involving any Acquisition Financing, shall be brought exclusively in any federal court of the Delaware Court United States of Chancery in and for New Castle County, or America sitting in the event (but only in the event) Borough of Manhattan or, if that such Delaware Court of Chancery court does not have subject matter jurisdiction over such legal action or proceedingjurisdiction, the United States District Court for the District of Delaware, or in any state court located in the event (but only in City and County of New York and each of the event) that Company and the Representatives of the Company submits for itself and its property with respect to any such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal exclusive jurisdiction and venue of such court for the purposes thereof and expressly waives courts, (ii) not to bring or permit any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party its Affiliates to this Limited Guarantee hereby agrees that it will not bring or support anyone else in bringing any actionsuch Action in any other court, cause (iii) that service of actionprocess, claimsummons, cross-claim notice or third-party claim document by registered mail addressed to it at its address provided in Section 9.02 shall be effective service of process against it for any kind such action brought in any such court, (iv) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or descriptionhereafter have to the laying of venue of, whether and the defense of an inconvenient forum to the maintenance of, any such Action in law any such court, (v) that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in equityany other manner provided by law, whether (vi) that any such Action shall be governed by, and construed in contract or in tort or otherwiseaccordance with, against the Financing Sources laws of the State of New York and (vii) to irrevocably waive and hereby waives any right to a trial by jury in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way such Action to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of same extent such rights are waived pursuant to Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim9.08.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee This Agreement shall be governed by, by and construed in accordance with, under the Laws internal laws of the State of Delaware, without giving effect . The parties (a) hereby irrevocably and unconditionally submit to any choice of law or conflict of law rules or provisions (whether the jurisdiction of the State state courts of Delaware or any other jurisdiction) that would result in California and to the application jurisdiction of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the Central District of DelawareCalifornia for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the event (but only in state courts of California or the event) that such United States District Court also does for the Central District of California, and (c) hereby waive, and agree not have subject matter jurisdiction over to assert, by way of motion, as a defense, or otherwise, in any such legal suit, action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits claim that it is not subject personally to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim above-named courts, that such courts are its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, and hereby agrees that it will the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not bring any claim be enforced in any court other than or by such court. Notwithstanding the foregoingWAIVER OF JURY TRIAL: SOLELY TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, each party to this Limited Guarantee hereby agrees that it will not bring or support any actionEACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, cause of actionTHE OTHER TRANSACTION DOCUMENTS, claimTHE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE 13 SUBJECT MATTER OF THIS TRANSACTION, cross-claim or third-party claim of any kind or descriptionINCLUDING, whether in law or in equityWITHOUT LIMITATION, whether in contract or in tort or otherwiseCONTRACT CLAIMS, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated herebyTORT CLAIMS (INCLUDING NEGLIGENCE), including any dispute arising out of or relating in any way to the Debt Financing or the performance thereofBREACH OF DUTY CLAIMS, in any forum other than a court of competent jurisdiction located within the City of New YorkAND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Forum. All issues and questions concerning the constructionTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of DelawareWITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW RULES OF SUCH STATE. Each party to this Limited Guarantee hereby irrevocably of Guarantor, Issuer and Buyer agrees that any legal action all actions or proceeding proceedings arising out of or relating to in connection with this Limited Guarantee Agreement, the Notes or the Guaranty, or for recognition and enforcement of any transactions contemplated hereby judgment arising out of or in connection with this Agreement, the Notes or the Guaranty, shall be brought tried and determined exclusively in the Delaware Court of Chancery in and for New Castle County, state or federal courts in the event State of New York, and each of Guarantor, Issuer and Buyer hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of Guarantor, Issuer and Buyer hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (but only a) any claim that it is not subject to personal jurisdiction in the eventaforesaid courts for any reason; (b) that it or its property is exempt or immune from jurisdiction of any such Delaware Court court or from any legal process commenced in such courts; and (c) that (i) any of Chancery does not have subject matter jurisdiction over the aforesaid courts is an inconvenient or inappropriate forum for such legal action or proceeding, the United States District Court for the District of Delaware, or (ii) venue is not proper in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated herebyaforesaid courts, including any dispute arising out of or relating in any way to and (iii) this Agreement, the Debt Financing Notes or the performance Guaranty, or the subject matter hereof or thereof, may not be enforced in or by any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimaforesaid courts.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of The Undersigned agrees that this Limited Guarantee Agreement shall be governed by, and construed in accordance with, with the Laws laws of the State of DelawareNew York, without giving effect which shall be the forum for any lawsuits filed under or incident to any choice this Agreement or the Program and these legal actions must be brought in a court of law or conflict of law rules or provisions (whether of the in Albany County, State of Delaware or any other jurisdiction) that would result in the application New York. The terms of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guarantee or any transactions contemplated hereby Agreement shall be brought exclusively in the Delaware Court of Chancery in and for New Castle Countyseverable, or in the event (but only in the event) such that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than if a court of competent jurisdiction located within holds any term to be illegal, unenforceable, or in conflict with any law governing this Agreement the City validity of New Yorkthe remaining portions shall not be affected thereby. Where appropriate, New Yorkwords used in the singular include the plural and words used in the plural include the singular. Assumption of the Risks Involved. Knowing the dangers, hazards, and risks of such activities, and in consideration of being permitted to participate in the Program, the Undersigned, on behalf of Participant's family, heirs, and personal representatives, agrees to assume all the risks surrounding Participant's participation in the Program, the transportation, and in any activities undertaken in conjunction therewith, and in advance releases, and forever discharges, releases, waives and covenants not to xxx Institution, its governing board, officers, agents, employees, Host Institution or other facilities here and abroad, or any students acting as employees ("Releasees"), from any liability for any harm, injury, damage, claims, demands, causes of action, costs, and expenses of any nature whatsoever which Participant may have or which may hereafter accrue to the Undersigned, arising out of or related to any loss, damage, or injury that may be sustained by Participant or by any property belonging to Participant, whether a state caused by the negligence or Federal courtcarelessness of the Releasees, or otherwise, while in, on, upon, or in transit to or from the location where the Program or any adjunct to the Program occurs. The Undersigned understands and agrees to release and indemnify the Releasees with regard to any financial obligations or liabilities that the Undersigned may incur personally or any damage resulting from participation in this Program. The Undersigned understands that Releasees do not have medical personnel available at the location of the Program, during transportation, at the Host Institution, or anywhere in the Foreign Country. The Undersigned understands and agrees that Releasees are granted permission to authorize emergency medical treatment, if necessary, and that the provisions of Section 17 relating such action by Releasees shall be subject to the terms of this Agreement. The Undersigned understands and agrees that Releasees assume no responsibility for any injury or damage that might arise out of or in connection with such emergency medical treatment. It is the Undersigned's express intent that this release and hold harmless agreement shall bind the Undersigned's spouse, family, estate, heirs, administrators, personal representatives, or assigns, and shall be deemed as a Release, Waiver, Discharge, and Covenant not to xxx the above-named Releasees. The Undersigned agree to save and hold harmless, indemnify, and defend Releasees from any claim by the Undersigned or Participant's family, arising out of Participant's participation in the Program. In signing this Release, the Undersigned acknowledges and represents that the Undersigned is fully informed of the content of this waiver of jury trial shall apply liability and hold harmless agreement by reading it before signing it, and signing this document is the Undersigned's own free act and deed. No oral representations, statements, or inducements, apart from the foregoing written statement, have been made. The Undersigned execute this release for full, adequate, and complete consideration fully intending to any such action, cause of action, claim, cross-claim or third-party claim.be bound by the same,

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws domestic laws of the State of Delaware, California without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware California or any other jurisdiction) that would result in cause the application of the Laws laws of any jurisdiction other than the State of DelawareCalifornia. Each party to this Limited Guarantee Party hereby irrevocably agrees that submits to the exclusive jurisdiction of the Federal District Court of the State of California located in Los Angeles, California and appellate courts thereof over any legal action or proceeding dispute arising out of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee Agreement or any of the transactions contemplated herebyhereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, including action or proceeding related thereto may be heard and determined in such courts, subject to the requirements contained in this Section that the parties submit disputes to binding arbitration. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. (b) The Parties further agree that jurisdiction and venue in any suit, action or proceeding brought by any party against any Financing Source Related Party relating to or arising out of this Agreement, the financing contemplated by the Second Amendment, or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto shall properly and exclusively lie in any way to the Debt Financing Federal or the performance thereofstate court located in New York County, in any forum other than a court of competent jurisdiction located within the City of New York, New York. By execution and delivery of this Agreement, whether a state each Party irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such suit, action or Federal proceeding. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such actioncourt is an improper or inconvenient forum for the resolution of such suit, cause of action, claim, cross-claim action or third-party claimproceeding.

Governing Law; Forum. All issues and questions concerning the construction, The validity, enforcement and interpretation and enforceability of this Limited Guarantee hereof shall for all purposes be governed by, by and construed in accordance with the laws of the state of New York and applicable United States federal law, and is intended to be performed in accordance with, and only to the Laws extent permitted by, such laws. All obligations of Guarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor’s property to the jurisdiction of any state court sitting in the City and County of New York, or any United States federal court, sitting in the state specified in the first sentence of this Section and to the jurisdiction of any state or United States federal court sitting in the state in which any of the State of DelawareProperties is located, without giving effect to over any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under Applicable Law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address set forth for Guarantor in the Loan Agreement, or at a subsequent address of which Lender received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring any claim service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Lender to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of Lender to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues This Guaranty is an agreement executed under seal, and questions concerning the construction, its validity, interpretation enforcement, and enforceability of this Limited Guarantee interpretation, shall for all purposes be governed by, by and construed in accordance with the laws of the Commonwealth of Pennsylvania and applicable United States federal law, and is intended to be performed in accordance with, and only to the Laws extent permitted by, such laws. If any Guarantor is a corporation, the designation "(SEAL)" on this Guaranty shall be effective as the affixing of such Guarantor's corporate seal physically to this Guaranty. All obligations of Guarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor's property to the jurisdiction of any state court, or any United States federal court, sitting, in the state specified in the first sentence of this Section and to the jurisdiction of any state or United States federal court sitting in the state in which any of the State of DelawareMortgaged Property is located, without giving effect to over any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address set forth at the end of this Guaranty, or at a subsequent address of which GMACCM received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring any claim service so made shall be complete when received or when delivery is refused by Guarantor. Nothing herein shall affect the right of GMACCM to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of GMACCM to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues This Guaranty and questions concerning any claim, controversy or dispute arising under or related to this Guaranty, the constructionrelationship of the parties, validity, and/or the interpretation and enforceability enforcement of this Limited Guarantee shall the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the Laws laws of the State of Delaware, New York without giving effect regard to any choice conflicts of law principles, except to the extent preempted by federal laws. As a further inducement to Lender to make the Loan and in consideration thereof, Guarantor further covenants and agrees (a) that in any action or conflict proceeding brought by Lender against Guarantor on this Guaranty, Guarantor shall and does hereby waive trial by jury, (b) Guarantor will maintain a place of law rules business or provisions an agent for service of process in New York and give prompt notice to Lender of the address of such place of business and of the name and address of any new agent appointed by it, as appropriate, (whether c) the failure of Guarantor’s agent for service of process to give it notice of any service of process will not impair or affect the validity of such service or of any judgment based thereon, (d) if, despite the foregoing, there is for any reason no agent for service of process of Guarantor available to be served, and if Guarantor at that time has no place of business in the State of New York then Guarantor irrevocably consents to service of process by registered or certified mail, postage prepaid, to it at its address given in or pursuant to the first paragraph hereof, Guarantor hereby waiving personal service thereof, (e) that within thirty (30) days after such mailing, Guarantor so served shall appear or answer to any summons and complaint or other process and should Guarantor so served fail to appear or answer within said thirty (30) day period, said Guarantor shall be deemed in default and judgment may be entered by Lender against the said party for the amount as demanded in any summons and complaint or other process so served, (f) Guarantor initially and irrevocably designates Xxxxxxxx & Fleece LLP, with offices on the date hereof at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxxx, Esq., to receive for and on behalf of Guarantor service of process in the State of New York with respect to this Guaranty, (g) with respect to any claim or action arising hereunder, Guarantor (i) irrevocably submits to the nonexclusive jurisdiction of the courts of the State of Delaware or New York and the United States District Court located in New York County, and appellate courts from any other jurisdiction) that would result thereof and in the application of state and federal courts in the Laws State in which the Property is located, and (ii) irrevocably waives any objection which it may have at any time to the laying on venue of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee or Guaranty brought in any transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle Countysuch court, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly irrevocably waives any claim of improper venue and that any claim that such courts are suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and hereby agrees that it (h) nothing in this Guaranty will not bring any claim be deemed to preclude Lender from bringing an action or proceeding with respect hereto in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues This Guaranty is an agreement executed under seal, and questions concerning the construction, its validity, interpretation enforcement, and enforceability of this Limited Guarantee interpretation, shall for all purposes be governed by, by and construed in accordance with the laws of the Commonwealth of Pennsylvania and applicable United States federal law, and is intended to be performed in accordance with, and only to the Laws extent permitted by, such laws. If any Guarantor is a corporation, the designation "(SEAL)" on this Guaranty shall be effective as the affixing of such Guarantor's corporate seal physically to this Guaranty. All obligations of Guarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Guarantor hereby irrevocably submits generally and unconditionally for Guarantor and in respect of Guarantor's property to the jurisdiction of any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section and to the jurisdiction of any state or United States federal court sitting in the state in which any of the State of DelawareMortgaged Property is located, without giving effect to over any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court, or any United States federal court, sitting in the state specified in the first sentence of this Section may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address set forth at the end of this Guaranty, or at a subsequent address of which GMAC-CM received actual notice from Guarantor in accordance with said Section, and hereby agrees that it will not bring any claim service so made shall be complete when received or 16 when delivery is refused by Guarantor. Nothing herein shall affect the right of GMAC-CM to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of GMAC-CM to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules Law provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party In addition, each of the parties hereto irrevocably agrees that any Legal Action with respect to this Limited Guarantee hereby irrevocably agrees that and the rights and obligations arising hereunder, or for recognition and enforcement of any legal action or proceeding arising out judgment in respect of or relating to this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or any transactions contemplated hereby its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in and for New Castle Countyof the State of Delaware, or in the event (but or, only in the event) that if such Delaware Court of Chancery does not have subject matter court declines to accept jurisdiction over such legal action or proceedinga particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the event United States District Court for the District of Delaware (but only in the such event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding), then in any Delaware State state court sitting in New Castle County, and, in each case, appellate courts therefrom. Each of the parties hereto hereby expressly irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim Legal Action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Legal Action with respect to this Limited Guarantee, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt 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 (iii) to the fullest extent permitted by applicable Law, any claim that (x) the Legal Action in such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper (unless such Legal Action is not brought in accordance with this Section 15) or (z) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, each party to this Limited Guarantee hereby irrevocably and unconditionally agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of litigation against any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against Lender Related Party under the Debt Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within sitting in the borough of Manhattan of the City of New York, New York, whether a state or Federal federal court, and that the provisions of Section 17 16 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimLegal Action.

Governing Law; Forum. All issues THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, WITH REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF WASHINGTON THAT WOULD OTHERWISE RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF WASHINGTON. Each party hereto irrevocably and questions concerning unconditionally consents to submit to the construction, validity, interpretation and enforceability exclusive personal jurisdiction of this Limited Guarantee shall be governed by, and construed in accordance with, the Laws courts of the State of DelawareWashington and the United States of America, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in each case located in the application county of King County, Washington, for such actions, suits or proceedings arising out of or relating to this Agreement and the Laws transactions contemplated hereby (and agrees not to commence any such action, suit or proceeding except in such courts). Notwithstanding the foregoing, any party hereto may commence an action, suit or proceeding with any governmental entity anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any jurisdiction other than court referred to in the State of Delawarepreceding sentence. Each party hereto irrevocably and unconditionally waives any objection to this Limited Guarantee hereby irrevocably agrees that the laying of venue of any legal action action, suit or proceeding arising out of or relating to this Limited Guarantee or any Agreement and the transactions contemplated hereby shall be brought exclusively in the Delaware Court courts of Chancery in the State of Washington and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of DelawareAmerica, or in each case in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle county of King County, hereby expressly submits to Washington, and further waives the personal jurisdiction right to, and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any agrees not to, plead or claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause suit or proceeding brought in any such court has been brought in an inconvenient forum. Service of any process, summons, notice or document by U.S. registered mail to a party’s address set forth below or to a party’s address set forth below shall be effective service of process for any action, claimsuit or proceeding brought against you or Nordstrom, cross-claim or third-party claimas applicable, in any court of competent jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Governing Law; Forum. All issues and questions concerning the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance with, the (a) The Laws of the State of DelawareDelaware (without reference to its principles of conflicts of law) shall govern the construction, without giving effect to any choice interpretation and other matters arising out of law or conflict of law rules or provisions in connection with this IP Agreement and its schedules (whether arising in contract, tort, equity or otherwise). (b) Except with respect to (i) the result arising out of the escalation referenced in Section 2.1(b)(iii)(B) and (ii) the result of the escalation referenced in Section 2.1(b)(iii)(F) and any arbitration pursuant to Section 2.1(b)(iii)(F) (other than to enforce any arbitral judgment), the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would result in and the application federal courts of the Laws United States of any jurisdiction other than America located in the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that Delaware over any legal action or proceeding Dispute arising out of or relating to this Limited Guarantee IP Agreements or any transactions agreement or instrument contemplated hereby shall be brought exclusively thereby or entered into in the Delaware Court of Chancery in and for New Castle County, connection herewith or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee therewith or any of the transactions contemplated herebyhereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such Dispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, including any dispute arising out of or relating in any way to the Debt Financing fullest extent permitted by applicable Law, any objection which they may now or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating hereafter have to the waiver laying of jury trial shall apply to venue of any such actionDispute brought in such court or any defense of inconvenient forum in connection therewith. TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, cause of actionEACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY IN ANY ACTION, claimPROCEEDING OR COUNTERCLAIM WHETHER BASED ON CONTRACT, cross-claim or third-party claimTORT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS IP AGREEMENT OR THE ACTION OF ANY OF THE PARTIES THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Governing Law; Forum. All issues (a) This Limited Guarantee, and questions concerning the constructionall claims or causes of action (whether at law, validityin contract or in tort or otherwise) that may be based upon, interpretation and enforceability arise out of or relate to this Limited Guarantee or the negotiation, execution or performance hereof, shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Laws laws of any jurisdiction other than the State of Delaware. . (b) Each party of the parties hereto irrevocably agrees that any Action with respect to this Limited Guarantee hereby irrevocably agrees that and the rights and obligations arising hereunder, or for recognition and enforcement of any legal action or proceeding arising out judgment in respect of or relating to this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or any transactions contemplated hereby its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in and for New Castle Countyany state appellate court therefrom within the State of Delaware (or, or solely in the event (but only in case that the event) that such Delaware Court of Chancery does not have subject matter declines to accept jurisdiction over such legal action a particular matter, any state or proceedingfederal court within the State of Delaware) (the “Chosen Courts ”), the United States District Court and agrees (for the District benefit of Delaware, or the Guaranteed Party) not to oppose any motion to expedite such Legal Action in the event (but only Chosen Courts. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingrespect of its property, any Delaware State court sitting in New Castle Countygenerally and unconditionally, hereby expressly submits to the personal jurisdiction of the Chosen Courts and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way action relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating by this Limited Guarantee in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way to the Debt Financing of motion, as a defense, counterclaim or the performance thereofotherwise, in any forum Proceeding with respect to this Limited Guarantee, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (2) any claim 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 (c) to the fullest extent permitted by Applicable Law, any claim that (A) the Proceeding in such court is brought in an inconvenient forum, (B) the venue of such Proceeding is improper or (C) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Each Guarantor hereby irrevocably designates, appoints and empowers Xxxxx X’Xxxx with offices on the date hereof at the location set out above his name in Section 9(b) above (the “Agent”), as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action referred to in this Section 15. If for any reason the Agent shall cease to be available to act as such designee, appointee and agent, each Guarantor agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 15 satisfactory to the Guaranteed Party. Each Guarantor hereby consents to service of process as aforesaid. Copies of any service made upon the Agent pursuant to this Section 11 shall be delivered concurrently to Parent and the relevant Guarantors. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 9(b); provided, that (i) nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law and (ii) each such party’s consent to jurisdiction and service contained in this Section 15 is solely for the purpose referred to in this Section 15 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any for such action, cause of action, claim, cross-claim or third-party claimpurpose.

Governing Law; Forum. All issues and questions concerning THIS AGREEMENT, AND ANY NON-CONTRACTUAL RIGHTS OR CLAIMS ARISING FROM OR RELATED TO IT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, U.S.A., APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (a) So long as the construction, validity, interpretation and enforceability of this Limited Guarantee shall be governed by, and construed in accordance withBankruptcy Case remains pending, the Laws parties agree that the Bankruptcy Court shall have exclusive jurisdiction to settle any disputes in connection with this Agreement, the Sale Order and the other documents related hereto and submit to the jurisdiction of such courts in connection with this Agreement, the State Sale Order and the other documents related hereto. From and after the entry of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result a final decree in the application of the Laws of any jurisdiction other than the State of Delaware. Each party to this Limited Guarantee hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guarantee or any transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceedingBankruptcy Case, the United States District Court for parties agree that the District of Delaware, or federal and state courts located in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits to the personal jurisdiction and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, York (in the Borough of Manhattan) are to have non-exclusive jurisdiction to settle any disputes in connection with this Agreement and that the provisions of Section 17 relating other documents related hereto and submit to the waiver jurisdiction of jury trial shall apply such courts in connection with this Agreement and the other documents related hereto. (b) Each party hereto: (i) waives objection to such courts on grounds of inconvenient forum, venue or otherwise as regards proceedings in connection with this Agreement and other documents related hereto; (ii) agrees that (subject to permitted appeals) a judgment or order of such a court in connection with this Agreement or the other documents related hereto is conclusive and binding on it and may be enforced against them in the courts of any such actionother jurisdiction; and (iii) IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (c) Except as set forth in Section 13.5(b), cause nothing in this Section 13.5 limits the right of action, claim, cross-claim either party to bring proceedings in connection with this Agreement or third-party claimany other document related hereto: (i) in any other court of competent jurisdiction; or (ii) concurrently in more than one jurisdiction.

Governing Law; Forum. All issues This Guaranty, and questions concerning the construction, its validity, interpretation enforcement, and enforceability of this Limited Guarantee interpretation, shall for all purposes be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, New York without giving effect regard to any choice the conflicts of law or conflict of law rules or laws provisions (whether of the State of Delaware or any other jurisdiction) New York that would result in the application of the Laws laws of any jurisdiction other than another jurisdiction, except as superseded by the State Bankruptcy Code and applicable United States federal law, and is intended to be performed in accordance with, and only to the extent permitted by, such laws. All obligations of DelawareGuarantor hereunder are payable and performable at the place or places where the Guaranteed Obligations are payable and performable. Each party to this Limited Guarantee Guarantor hereby irrevocably agrees that submits generally and unconditionally for Guarantor and in respect of Guarantor’s property to the jurisdiction of the United States Bankruptcy Court for the Southern District of New York over any legal suit, action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any transactions contemplated the Guaranteed Obligations. Guarantor hereby shall be brought exclusively in irrevocably waives, to the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingfullest extent permitted by law, any Delaware State court sitting in New Castle County, hereby expressly submits objection that Guarantor may now or hereafter have to the personal jurisdiction and laying of venue of in any such court for the purposes thereof and expressly waives any claim of improper venue and any claim that any such courts are court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in the United States Bankruptcy Court for the Southern District of New York may be made by certified or registered mail, return receipt requested, directed to Guarantor at its address stated in Section 11 of this Guaranty, or at a subsequent address of which Seller received actual notice from Guarantor in accordance with the notice provisions hereof, and hereby agrees that it will not bring any claim service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of Seller to serve process in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in manner permitted by law or in equity, whether in contract or in tort or otherwise, limit the right of Seller to bring proceedings against the Financing Sources Guarantor in any way relating to this Limited Guarantee other court or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimjurisdiction.

Governing Law; Forum. All issues (a) This Limited Guarantee, and questions concerning the constructionall claims or causes of action (whether at Law, validityin contract or in tort or otherwise) that may be based upon, interpretation and enforceability arise out of or relate to this Limited Guarantee or the negotiation, execution or performance hereof, shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Laws laws of any jurisdiction other than the State of Delaware. . (b) Each party to this Limited Guarantee hereby of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any transactions contemplated hereby judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in of the State of Delaware and for New Castle Countyany state appellate court therefrom within the State of Delaware (or, or solely in the event (but only case that jurisdiction is not available in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, of the United States District Court for the District State of Delaware, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such Proceeding for itself and in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceedingrespect of its property, any Delaware State court sitting in New Castle Countygenerally and unconditionally, hereby expressly submits to the personal jurisdiction of the Chosen Courts and venue of such court for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum, and hereby agrees that it will not bring any claim in any court other than such court. Notwithstanding the foregoing, each party to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way action relating to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating by this Limited Guarantee in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way to the Debt Financing of motion, as a defense, counterclaim or the performance thereofotherwise, in any forum legal action or proceeding with respect to this Limited Guarantee, (A) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (B) any claim 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 (C) to the fullest extent permitted by applicable Law, any claim that (1) the legal action or proceeding in such court is brought in an inconvenient forum, (2) the venue of such legal action or proceeding is improper or (3) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 9(b); provided, that (i) nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Law and (ii) each such party’s consent to jurisdiction and service contained in this Section 15 is solely for the purpose referred to in this Section 15 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any for such action, cause of action, claim, cross-claim or third-party claimpurpose.

Governing Law; Forum. All issues and questions concerning the construction, validity, enforcement and interpretation and enforceability of this Limited Guarantee Agreement shall be governed by, and construed in accordance with, by the Laws internal laws of the State of DelawareNew York, without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware New York or any other jurisdictionjurisdictions) that would result in cause the application of the Laws laws of any jurisdiction jurisdictions other than the State of DelawareNew York. Each party to this Limited Guarantee hereby irrevocably agrees that submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any legal action dispute hereunder or proceeding arising out of in connection herewith or relating to this Limited Guarantee or with any transactions transaction contemplated hereby shall be brought exclusively or discussed herein, and hereby irrevocably waives, and agrees not to assert in the Delaware Court of Chancery in and for New Castle Countyany suit, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware State court sitting in New Castle County, hereby expressly submits claim that it is not personally subject to the personal jurisdiction and of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such court suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for the purposes thereof such notices to it under this Agreement and expressly waives any claim of improper venue and any claim agrees that such courts are an inconvenient forum, service shall constitute good and hereby agrees that it will not bring any claim in any court other than such courtsufficient service of process and notice thereof. Notwithstanding the foregoing, each party Nothing contained herein shall (i) be deemed to this Limited Guarantee hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources limit in any way relating any right to this Limited Guarantee or any of the transactions contemplated hereby, including any dispute arising out of or relating serve process in any way manner permitted by law or (ii) be deemed or operate to the Debt Financing preclude any party hereto from bringing suit or the performance thereof, taking other legal action against any other party hereto in any forum other than jurisdiction to collect on such other party’s obligations hereunder to such party or to enforce a judgment or other court ruling in favor of competent jurisdiction located within the City of New Yorksuch party against such other party. EACH OF THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE COURT SHALL BE THE COURT TO RETAIN JURISDICTION TO ENFORCE THE TERMS OF THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, New YorkAND AGREES NOT TO REQUEST, whether a state or Federal court, and that the provisions of Section 17 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claimA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.